Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, the Surviving Corporation, shall indemnify, defend and hold harmless to the fullest extent permitted by Law the current and former officers and directors of the Company and its Subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).

Director and Officer Liability. (a) From and For a period of six years after the Effective Time, Parent and, when applicable, the Surviving Corporation, Corporation shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the fullest extent permitted by Law date of this Agreement or who becomes prior to the current and former officers and directors Effective Time, an officer or director of the Company and its Subsidiaries or any Subsidiary (the “each such Person, an "Indemnified Parties”Party") against all losses, claims, damages, finesliabilities, penalties fees and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), and judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement (“Damages”) arising out provided that any such settlement is effected with the prior written consent of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt )) arising in whole or in part out of an undertaking by acts or omissions existing or occurring on behalf of such Indemnified Party or prior to repay such Damages if it is ultimately determined the Effective Time to the full extent provided under applicable Law that such Indemnified Party is not entitled law or the Company's certificate of incorporation and bylaws in effect on the date of this Agreement and the Company's written indemnification agreements in effect on the date of this Agreement, including provisions therein relating to be indemnified. In the event advancement of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party expenses incurred in the defense of any action or suit; provided that (i) such Legal Proceeding and indemnification shall be subject to any limitation imposed from time to time under applicable law, (ii) in the event any claim or claims are asserted or made within such Indemnification Period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims, (iii) any determinations required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the Delaware Law, the Company's certificate of incorporation or bylaws or such agreements, as the case may be, shall be made by independent counsel mutually acceptable to the Surviving Corporation and the Indemnified Party, and (iv) nothing herein shall not settle, compromise impair any rights or consent obligations of any Indemnified Party under the Company's certificate of incorporation or bylaws as in effect immediately prior to the entry of Effective Time, or otherwise. In the event that any judgment in claim or claims are brought against any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by whether arising before or after the Effective Time), such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release may select counsel for the defense of such Indemnified Party from all liability arising out of such Legal Proceeding or claim, which counsel shall be reasonably acceptable to the Indemnified Party otherwise consents Company and Buyer (which consent shall not be unreasonably withheld, delayed or conditionedif selected prior to the Effective Time) and the Surviving Corporation (if selected after the Effective Time).;

Director and Officer Liability. (a) From and For six years after the Effective Time, Parent and, when applicable, shall cause the Surviving Corporation, shall indemnify, defend Corporation to indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a former or present officer or director of the Company or any of its Subsidiaries (each, an “Indemnified Person”) to the fullest extent (and solely to such extent) that the Company or the applicable Subsidiary (as applicable) would have been permitted by the Applicable Law of its jurisdiction of organization and under its certificate of incorporation and bylaws (or equivalent organizational documents) in effect on the current date hereof to indemnify its own present and former officers and directors against all claims, losses, liabilities, damages, judgments, fines and reasonable costs and expenses incurred in connection with any threatened or pending claim, action, suit or proceeding to which the Indemnified Person is made a party, whether civil, criminal, administrative or investigative and whether formal or informal (each, a “Proceeding”), arising out of or pertaining to (i) the fact that the Indemnified Person is or was an officer or director of the Company and or any of its Subsidiaries or is or was serving at the request of the Company or the applicable Subsidiary as an officer, director, employee, fiduciary or agent of another enterprise, (the “Indemnified Parties”ii) against all losses, claims, damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement Time or compromise with (iii) this Agreement and the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Lettertransactions contemplated hereby, in each case in effect as of whether asserted or arising before or after the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnifiedEffective Time. In the event of any such Legal Proceeding, to the fullest extent (iand solely to such extent) that the Company or the applicable Subsidiary (as applicable) would have been permitted under the Applicable Law of its jurisdiction of organization and under its certificate of incorporation and bylaws (or equivalent organizational documents) to advance such fees, costs and expenses to such Indemnified Person, in each case, as in effect on the date of this Agreement, each Indemnified Person will be entitled to advancement of reasonable expenses incurred in connection with any such Proceeding within twenty Business Days of receipt by the Surviving Corporation from the Indemnified Person of a request therefor, provided that, any person to whom expenses are advanced has provided an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification. In the event any Proceeding is brought against any Indemnified Person in which indemnification or advancement of expenses could be sought by such Indemnified Person under this Section 7.05(a), (A) the Surviving Corporation shall cooperate with have the Indemnified Party in right to control the defense of any such Legal Proceeding and (ii) thereof after the Effective Time, provided that the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder)Proceeding, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party Person from all liability arising out of such Legal Proceeding or such Indemnified Person otherwise consents, and (B) the Indemnified Party otherwise consents Persons as a group may retain only one law firm to represent them with respect to each such matter described in this Section 7.05(a) unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Persons. From and after the Effective Time, Parent hereby irrevocably and unconditionally guarantees the payment and performance obligations of the Surviving Corporation under this Section 7.05(a). For the avoidance of doubt, if an Indemnified Person initiates a Proceeding against the Surviving Corporation or any of its Affiliates to enforce the provisions of this Section 7.05(a) and a judgment or order is rendered in favor of such Indemnified Person in connection therewith, the Surviving Corporation shall indemnify such Indemnified Person for all claims, losses, liabilities, damages, judgments, fines and reasonable costs and expenses incurred in connection with such Proceeding to the fullest extent permitted herein, notwithstanding anything to the contrary in the certificate of incorporation and bylaws (which consent shall not be unreasonably withheld, delayed or conditionedequivalent organizational documents) of the Company or the applicable Subsidiary of the Company (as applicable).

Director and Officer Liability. (a) From and For a period of six (6) years after the Effective Time, Parent and, when applicable, the Surviving CorporationCompany and Parent shall (with respect to Parent, only to the extent the Surviving Company is permitted to do so under Applicable Law), jointly and severally, shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each case to the fullest extent permitted (subject to Applicable Law) such Persons are indemnified as of the date of this Agreement by Law the current Company pursuant to the Company Organizational Documents, the governing or organizational documents of any Subsidiary of the Company and/or the Voting Trust Agreement, each present and former officers director and directors officer of the Company and its Subsidiaries and any Person acting as a Voting Trustee under the Voting Trust Agreement (in each case, when acting in such capacity) (collectively, the “Company Indemnified Parties”) against all lossesany costs or expenses (including reasonable attorneys’ fees), claims, damagesjudgments, fines, penalties and liability losses, damages or liabilities incurred in respect of acts connection with any threatened or omissions occurring at actual Proceeding, whether civil, criminal, administrative or prior to investigative, whether arising before or after the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason arising out of the fact that such Indemnified Party person is or was a director or officer of the Company or any of its Subsidiaries, is Subsidiaries or was serving a Voting Trustee under the Voting Trust Agreement and pertaining to matters existing or occurring at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of Time, including the Indemnified Parties as provided Transactions; provided, that in the Company’s Certificate case of Incorporation or Bylaws or advancement of expenses, any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such Damages advances if it is ultimately determined under applicable Law that such Company Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceedingindemnification; provided, further, that (i) the Surviving Corporation such indemnification shall cooperate with the Indemnified Party in the defense of be subject to any such Legal Proceeding limitation imposed from time to time under Applicable Law and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of if any judgment in any Legal Proceeding pending or threatened in writing to which an valid claim for indemnification is made hereunder by a Company Indemnified Party is a party prior to six (and in 6) years after the Effective Time, such indemnification obligation will survive (solely with respect to such claim) until the final resolution of which indemnification could be sought by the matter giving rise to such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)claim.

Director and Officer Liability. (a) From and after the Effective TimeAT&T shall, Parent and, when applicable, or shall cause the Surviving CorporationCorporation to, shall indemnify, defend indemnify and hold harmless and advance expenses to the fullest extent permitted by Law the current present and former officers officers, directors and directors employees of MediaOne and the Company MediaOne Subsidiaries, and its Subsidiaries each person who prior to the Effective Time becomes an officer, director or employee of MediaOne (the “each an "Indemnified Parties”) against all lossesPerson"), claims, damages, fines, penalties and liability in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective TimeTime (including, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheldwithout limitation, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter this Agreement and the consummation of the transactions contemplated hereby) to the same extent provided under MediaOne's certificate of incorporation and bylaws in effect on the date hereof ("Indemnified Losses"); provided that such indemnification shall be subject to indemnification hereunderany limitation imposed from time to time under applicable law. Without limiting the generality of the foregoing, thenthe Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 7.2(a). AT&T shall, unless otherwise provided for in an indemnification agreement with such Indemnified Party, or shall cause the Surviving Corporation shall advanceto, to the extent consistent with the provisions of then applicable law, as incurred any costs periodically advance or expenses (including reimburse each Indemnified Person for all reasonable legal fees and disbursements expenses of one counsel selected by the constituting Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with Losses as such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law fees and expenses are incurred; provided that such Indemnified Party Person shall agree to promptly repay to AT&T or the Surviving Corporation the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such Indemnified Person is not entitled to be indemnifiedindemnified by AT&T or the Surviving Corporation in connection with such matter. In the event that AT&T sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, AT&T shall, as a condition of any such Legal Proceedingtransaction, (i) cause such purchaser or such surviving corporation, as the case may be, to assume AT&T's and the Surviving Corporation shall cooperate with Corporation's obligations under this Section 7.2 upon the Indemnified Party in the defense consummation of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)transaction.

Director and Officer Liability. (a) From and after the Effective Time, Parent andshall, when applicable, or shall cause the Surviving CorporationCorporation to, shall indemnifyindemnify each person who is now, defend or has been at any time prior to the date hereof, an employee, agent, director or officer of the Company or of any of its Subsidiaries, its successors and hold harmless assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the fullest extent permitted such persons can be indemnified by Law the Company under applicable law with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and expenses of legal counsel), against any Indemnified Party in his or her capacity as an employee, agent, officer or director of the Company or its Subsidiaries, whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, including, without limitation, liability arising under the 1933 Act, the 1934 Act or state law; provided, however, that the Surviving Corporation shall not be liable for any settlement or compromise effected without its written consent (which shall not be unreasonably withheld). In the event of any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense indemnified pursuant to the preceding sentence, Parent shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly after statements are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred. The Indemnified Parties as a group may retain only one law firm with respect to each matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties. Parent shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and former officers and directors of officers' liability insurance maintained by the Company and its Subsidiaries on the date hereof (provided that Parent may substitute therefor policies with reputable and financially sound carriers having at least the “same coverage and amounts thereof and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to facts or circumstances occurring at or prior to the Effective Time; provided that if the aggregate annual premiums for such insurance during such six-year period shall exceed 300% of the per annum rate of the aggregate premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the most advantageous coverage that shall then be available at an annual premium equal to 300% of such rate. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 5.12. The rights under this Section 5.12 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, bylaws, or other similar organizational documents of the Company or any of its Subsidiaries or the DGCL. The rights under this Section 5.12 shall survive consummation of the Merger and are expressly intended to benefit each Indemnified Party. Parent agrees to cause the Surviving Corporation and any of its Subsidiaries (or their successors) to maintain in effect for a period of six (6) years the provisions of its articles of incorporation or bylaws or similar organizational documents providing for indemnification of Indemnified Parties”) against all losses, claims, damages, fines, penalties and liability in with respect of acts to facts or omissions circumstances occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as fullest extent provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable by law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, each of Tempranillo and the Surviving CorporationCorporation shall, shall jointly and severally, indemnify, defend and hold harmless to the fullest extent permitted by Law the current and former officers and directors of the Company and its Subsidiaries (the “each Indemnified Parties”) Party against all claims, losses, claimsliabilities, damages, finesjudgments, penalties fines and liability in respect of acts or omissions occurring at or prior to the Effective Timereasonable fees, costs and expenses, including amounts paid attorneys' fees and disbursements, incurred in settlement connection with any claim, action, suit, proceeding or compromise with the approval investigation, whether civil, criminal, administrative or investigative, arising out of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of pertaining to the fact that such the Indemnified Party is or was an officer, director or manager of Lafite or any of its Subsidiaries or, while a director director, manager or officer of the Company Lafite or any of its Subsidiaries, is or was serving at the request of the Company Lafite or one of its Subsidiaries as a an officer, director or officer manager of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Lafite would have been permitted to do so by law. Each Indemnified Party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any other companysuch claim, with respect action, suit, proceeding or investigation from each of Tempranillo and the Surviving Corporation within 90 days of receipt by Tempranillo or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any Indemnified Party to whom expenses are to be advanced provides prior to any action alleged receipt of such advances an undertaking, to have been taken the extent required by the DGCL or omitted in any other applicable law, to repay such capacity, provided, however, advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Party is not entitled to indemnification under applicable law. Without limiting the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board any other provision of Directors of the Company. Parent and Merger Subsidiary agree this Section 7.05, Tempranillo agrees that all rights to indemnification, advancement of expenses and exculpation and indemnification from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Indemnified Parties current or former directors or officers of Lafite and its Subsidiaries as provided in their respective certificate of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of Lafite as in effect on the Company’s Certificate date of Incorporation or Bylaws or any agreement this Agreement and set forth in Section 6.6 7.05 of the Company’s Lafite Disclosure LetterLetter shall be assumed by Tempranillo and the Surviving Corporation in the Merger, in each case in effect as of jointly and severally, without further action, at the date hereofEffective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereofterms. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).102

Director and Officer Liability. (a) From and Parent agrees that at all times after the Effective Time, Parent andit shall, when applicable, or shall cause the Surviving Corporation, shall indemnify, defend and hold harmless to the fullest extent permitted by Law the current and former officers and directors of the Company Corporation and its Subsidiaries to indemnify each person who is now, or has been at any time prior to the date hereof, an employee, agent, director or officer of ASA Acquisition or of any of its Subsidiaries, its successors and assigns (individually an "Indemnified Party" and collectively the “"Indemnified Parties”) "), with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise with the prior written consent of Parent, such consent not to be unreasonably withheld, delayed or conditioned, cost or expense (including reasonable fees and expenses of legal counsel), against all lossesany Indemnified Party in his or her capacity as an employee, claimsagent, damagesofficer or director of ASA Acquisition or its Subsidiaries, fineswhenever asserted or claimed, penalties and liability based in respect of acts whole or omissions in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective TimeTime whether commenced, including amounts paid in settlement asserted or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed claimed before or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to after the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnifiedTime. In the event of any such Legal Proceedingclaim, (i) liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense described in the Surviving Corporation preceding sentence, Parent shall cooperate pay the reasonable fees and expenses of counsel selected by Parent and reasonably agreed to by the Shareholder Representative with the Indemnified Party in the defense consent of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (Parties which consent shall not be unreasonably withheld, delayed or conditioned)promptly after statements are received.

Director and Officer Liability. (a) From and For a period of six years after the Effective Time, Parent andBuyer will, when applicable, and will cause the Surviving CorporationCorporation to, shall indemnify, defend (i) indemnify and hold harmless the individuals who on or prior to the fullest extent permitted by Law the current and former officers and Effective Time were officers, directors or employees of the Company (when acting in such capacity) and any of its Subsidiaries (the “Indemnified Parties”"Indemnitees") against all losses, reasonable expenses, claims, damagesdamages or liabilities incurred in connection with any claim, finesaction, penalties and liability in respect suit or proceeding arising out of acts or omissions occurring at or prior to the Effective TimeTime (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the full extent permitted or required under applicable law and (ii) advance to such Indemnitees expenses (including amounts paid attorneys' fees) incurred in settlement defending any action or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, suit with respect to such matters (including the cost of any action alleged to have been taken or omitted investigation and preparation incurred in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letterconnection thereof), in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the fullest extent consistent with the provisions such Indemnitees are entitled to advancement of then applicable law, as incurred any costs or expenses (including reasonable legal fees under and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt terms of the Company Certificate of Incorporation, Company By-laws or the certificate of incorporation or by-laws of any Subsidiary of the Company (if the Indemnitee was acting in such Indemnitee's capacity as an officer, director or employee); provided that in each case the Indemnitee to whom expenses are advanced provides an undertaking by or on behalf of such Indemnified Party to repay such Damages advances if it is ultimately determined under applicable Law that such Indemnified Party Indemnitee is not entitled to indemnification. To the extent permitted by the DGCL, such advancement of expenses pursuant to this Section 6.3 shall be indemnifiedmandatory rather than permissive. In the event any claim or claims are asserted or made within such six year period, all rights to indemnification in respect of any such Legal Proceeding, (i) the Surviving Corporation claim or claims shall cooperate with the Indemnified Party in the defense continue until disposition of any and all such Legal Proceeding and (ii) claims. Any determination required to be made with respect to whether any of the Surviving Corporation Indemnitees are entitled to indemnification as set forth in this Section 6.3 shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought made by independent legal counsel selected mutually by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)Indemnitee and Buyer.

Director and Officer Liability. (a) From and For a period of three years after the Effective Time, Parent and, when applicable, the Surviving Corporation, Corporation shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the fullest extent permitted by Law date of this Agreement or who becomes prior to the current and former officers and directors Effective Time, an officer or director of the Company and its Subsidiaries or any Subsidiary (the “each such Person, an "Indemnified Parties”Party") against all losses, claims, damages, finesliabilities, penalties fees and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), and judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement (“Damages”) arising out provided that any such settlement is effected with the prior written consent of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt )) arising in whole or in part out of an undertaking by acts or omissions existing or occurring on behalf of such Indemnified Party or prior to repay such Damages if it is ultimately determined the Effective Time to the full extent provided under applicable Law that such Indemnified Party is not entitled law or the Company's certificate of incorporation and bylaws in effect on the date of this Agreement and the Company's written indemnification agreements in effect on the date of this Agreement, including provisions therein relating to be indemnified. In the event advancement of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party expenses incurred in the defense of any action or suit; provided that (i) such Legal Proceeding and indemnification shall be subject to any limitation imposed from time to time under applicable law, (ii) in the event any claim or claims are asserted or made within such Indemnification Period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims, (iii) any determinations required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the Delaware Law, the Company's certificate of incorporation or bylaws or such agreements, as the case may be, shall be made by independent counsel mutually acceptable to the Surviving Corporation and the Indemnified Party, and (iv) nothing herein shall not settle, compromise impair any rights or consent obligations of any Indemnified Party under the Company's certificate of incorporation or bylaws as in effect immediately prior to the entry of Effective Time, or otherwise. In the event that any judgment in claim or claims are brought against any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by whether arising before or after the Effective Time), such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release may select counsel for the defense of such Indemnified Party from all liability arising out of such Legal Proceeding or claim, which counsel shall be reasonably acceptable to the Indemnified Party otherwise consents Company and Buyer (which consent shall not be unreasonably withheld, delayed or conditionedif selected prior to the Effective Time) and the Surviving Corporation (if selected after the Effective Time).;

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, the Surviving Corporation, shall indemnify, defend and hold harmless to the fullest extent permitted by Law the current and former officers and directors of the Company and its Subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, fines, penalties and liability liabilities in respect of acts or omissions occurring at or prior to the Effective Time, including including, but not limited to, amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation exculpation, indemnification and indemnification advancement of expenses for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 6.7 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, thenthen Parent and, unless otherwise provided for in an indemnification agreement with such Indemnified Partywhen applicable, the Surviving Corporation Corporation, shall advance, to the extent consistent with the provisions of then applicable lawnot prohibited by Law, as incurred any costs costs, expenses (including, but not limited to, reasonable attorneys’ fees) and all other disbursements or expenses (including reasonable legal fees and disbursements of one counsel selected the types customarily incurred by the any Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) Party arising out of of, relating to or incurred in connection with such Legal Proceeding. Such advanced expenses, subject to however, shall be made within twenty (20) days after the receipt by Parent and, when applicable, the Surviving Corporation’s receipt , of an undertaking a statement or statements requesting such advances (which shall include invoices received by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in connection with such expenses) and shall not include amounts paid in settlement by any Indemnified Party or the defense amount of judgments or fines against any such Legal Proceeding Indemnified Party. Advances shall be unsecured and (ii) the interest free. The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)consents.

Director and Officer Liability. (a) From and after the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs (the “Indemnification End Date”), Parent and, when applicable, will cause the Surviving Corporation, shall indemnify, defend Corporation to indemnify and hold harmless to the fullest extent permitted by Law the current and former officers and directors of the Company and its Subsidiaries (the each, an “Indemnified PartiesPerson”) against in respect of any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, fines, penalties liabilities and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement in connection with any actual or compromise threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of i) the fact that such an Indemnified Party Person is or was a director or officer of the Company or any of its Subsidiaries, is or was serving at the request of the Company as a director or officer of (ii) any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring or alleged to occur prior to or at the Effective Time now existing in favor such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates, or (iii) the Merger, this Agreement or any of the transactions contemplated hereby, in each case, to the fullest extent that the Company and its Subsidiaries would be permitted or required to indemnify the Indemnified Parties as provided in Persons under the Company’s Certificate certificate of Incorporation incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case bylaws in effect as of the date hereofhereof or any indemnity contract filed with the SEC prior to the Measurement Date. In addition, shall survive during the Merger period commencing at the Effective Time and shall continue in full force ending on the Indemnification End Date, Parent will cause the Surviving Corporation to advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and effect in accordance with their terms expenses (including reasonable attorneys’ fees and without amendment thereof. If any investigation expenses) incurred by such Indemnified Party is or becomes involved in any Legal Proceeding Person in connection with any matter subject to indemnification hereundersuch claim, thenproceeding, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, investigation or inquiry to the same extent consistent with the provisions of then applicable lawas so permitted or required; provided, as incurred however, that any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject Person to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party whom funds are advanced pursuant to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).this

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, the Surviving Corporation, Corporation shall indemnify, defend (and hold harmless Parent shall cause the Surviving Corporation to) in each case to the fullest extent permitted permissible by Law applicable Law, (i) indemnify and hold harmless each individual who at the current and former officers and directors of the Company and its Subsidiaries (the “Indemnified Parties”) against all lossesEffective Time is, claims, damages, fines, penalties and liability in respect of acts or omissions occurring at or any time prior to the Effective TimeTime was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise compromise) and expenses (including fees and expenses of legal counsel) in connection with the approval any Action based on or arising out of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of A) the fact that such Indemnified Party an Indemnitee is or was a director or officer of the Company or its Subsidiaries, is such Subsidiary or was (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director representative of another Person (including any employee benefit plan)), in each case of clauses (A) and (B), at, or officer of at any other companytime prior to, with respect the Effective Time (including any Action relating in whole or in part to any action alleged to have been taken or omitted the transactions contemplated by this Agreement) and (ii) assume (in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors case of the Company. Parent Surviving Corporation, in the Merger without any further action) all obligations of the Company and Merger Subsidiary agree that all rights such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation and indemnification from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate Company Organizational Documents and the organizational documents of Incorporation such Subsidiaries as in effect on the date of this Agreement or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case agreements in effect as of the date hereofof this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, from and after the Effective Time, Parent shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, thencause, unless otherwise provided for required by Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are in an indemnification agreement with such Indemnified Partythe Company Organizational Documents as in effect as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, the Surviving Corporation shall advance, to (and Parent shall cause the extent consistent with the provisions of then applicable law, as incurred Surviving Corporation to) advance any costs or expenses (including reasonable legal fees and disbursements expenses of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”legal counsel) arising out of or any Indemnitee under this Section 7.13 as incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of fullest extent permitted under applicable Law; provided that the Indemnitee to whom expenses are advanced provides an undertaking by or on behalf of such Indemnified Party to repay such Damages expenses if it is ultimately determined under applicable Law that such Indemnified Party is Indemnitee was not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)under this Section 7.13.

Director and Officer Liability. (a) From and after the Effective Time, Parent andshall, when applicable, or shall cause the Surviving CorporationCorporation to, shall indemnifyindemnify each person who is now, defend or has been at any time prior to the date hereof, an employee, agent, director or officer of the Company or of any of its Subsidiaries, its successors and hold harmless assigns (individually an "Indemnified Party" and collectively the "Indemnified ----------------- ----------- Parties"), to the fullest extent permitted such persons can be indemnified by Law the Company ------- under applicable law with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and expenses of legal counsel), against any Indemnified Party in his or her capacity as an employee, agent, officer or director of the Company or its Subsidiaries, whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, including, without limitation, liability arising under the 1933 Act, the 1934 Act or state law; provided, however, that the Surviving Corporation shall not be liable for any settlement or compromise effected without its written consent (which shall not be unreasonably withheld). In the event of any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense indemnified pursuant to the preceding sentence, Parent shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly after statements are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred. The Indemnified Parties as a group may retain only one law firm with respect to each matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties. Parent shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and former officers and directors of officers' liability insurance maintained by the Company and its Subsidiaries on the date hereof (provided that Parent may substitute therefor policies with reputable and financially sound carriers having at least the “same coverage and amounts thereof and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to facts or circumstances occurring at or prior to the Effective Time; provided that if the aggregate annual premiums for such insurance during such six-year period shall exceed 300% of the per annum rate of the aggregate premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the most advantageous coverage that shall then be available at an annual premium equal to 300% of such rate. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 5.09. The rights under this Section 5.09 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, bylaws, or other similar organizational documents of the Company or any of its Subsidiaries or the DGCL. The rights under this Section 5.09 shall survive consummation of the Merger and are expressly intended to benefit each Indemnified Party. Parent agrees to cause the Surviving Corporation and any of its Subsidiaries (or their successors) to maintain in effect for a period of six (6) years the provisions of its articles of incorporation or bylaws or similar organizational documents providing for indemnification of Indemnified Parties”) against all losses, claims, damages, fines, penalties and liability in with respect of acts to facts or omissions circumstances occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as fullest extent provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable by law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).

Director and Officer Liability. (a) From and The Surviving Corporation shall, for a period of six (6) years after the Effective Time, Parent and, when applicable, the Surviving Corporation, shall indemnify, defend indemnify and hold harmless all Persons who as of immediately prior to the fullest extent permitted by Law the Effective Time are current or former directors and former officers and directors of the Company and its Subsidiaries Subsidiaries, (the “Indemnified Parties”) against all losses), claims, damages, fines, penalties and liability in respect of to the maximum extent permitted by Law for acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of from and against any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal attorney’s fees and disbursements of one counsel selected by the Indemnified Partyas incurred), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising from, relating to or otherwise in respect of, any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or incurred in connection with such Legal Proceeding, subject occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including with respect to the transactions contemplated by this Agreement) (any such claim, action, suit, proceeding or investigation, a “Proceeding”), to the fullest extent permitted under applicable Law; provided, that the Surviving Corporation’s Corporation shall not be required to indemnify any Indemnified Party pursuant to this Section 6.11 if it is determined that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party reasonably believed to be in, or not opposed to, the best interests of the Company. To the fullest extent permitted by applicable Law, reasonable, out-of-pocket expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by an Indemnified Party in defending any Proceeding will, from time to time, be advanced by the Surviving Corporation prior to the final disposition of such Proceeding upon receipt by the Company of an undertaking by or on behalf of such Indemnified Party to repay such Damages amount if it is ultimately determined under applicable Law by a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party indemnified as provided in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)this Section 6.11.

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, the Surviving Corporation, Corporation shall indemnify, defend (and hold harmless Parent shall cause the Surviving Corporation to) in each case to the fullest extent permitted permissible by Law applicable Law, (i) indemnify and hold harmless each individual who at the current and former officers and directors of the Company and its Subsidiaries (the “Indemnified Parties”) against all lossesEffective Time is, claims, damages, fines, penalties and liability in respect of acts or omissions occurring at or any time prior to the Effective TimeTime was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise compromise) and expenses (including fees and expenses of legal counsel) in connection with the approval any Action based on or arising out of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of A) the fact that such Indemnified Party an Indemnitee is or was a director or officer of the Company or its Subsidiaries, is such Subsidiary or was (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director representative of another Person (including any employee benefit plan)), in each case of clauses (A) and (B), at, or officer of at any other companytime prior to, with respect the Effective Time (including any Action relating in whole or in part to any action alleged to have been taken or omitted the transactions contemplated by this Agreement) and (ii) assume (in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors case of the Company. Parent Surviving Corporation, in the Merger without any further action) all obligations of the Company and Merger Subsidiary agree that all rights such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation and indemnification from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate Company Organizational Documents and the organizational documents of Incorporation such Subsidiaries as in effect on the date of this Agreement or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case agreements in effect as of the date hereofof this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, from and after the Effective Time, Parent shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, thencause, unless otherwise provided for required by Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are in an indemnification agreement with such Indemnified Partythe Company Organizational Documents as in effect as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, the Surviving Corporation shall advance, to (and Parent shall cause the extent consistent with the provisions of then applicable law, as incurred Surviving Corporation to) advance any costs or expenses (including reasonable legal fees and disbursements expenses of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”legal counsel) arising out of or any Indemnitee under this Section 7.13 as incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of fullest extent permitted under applicable Law; provided that the Indemnitee to whom expenses are advanced provides an undertaking by or on behalf of such Indemnified Party to repay such Damages expenses if it is ultimately determined under applicable Law that such Indemnified Party is Indemnitee was not entitled to be indemnifiedindemnification under this Section 7.13. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).95

Director and Officer Liability. (a) From and Parent agrees that at all times after the Effective Time, Parent andit shall, when applicableor shall cause the Surviving Corporation and its Subsidiaries to indemnify each person who is now, or has been at any time prior to the date hereof, an employee, agent, director or officer of Company or of any of its Subsidiaries, its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and expenses of legal counsel), against any Indemnified Party in his or her capacity as an employee, agent, officer or director of Company or its Subsidiaries, whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, including liability arising under the 1933 Act, the 1934 Act or state law. In the event of any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense described in the preceding sentence, Parent shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly after statements are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred. Parent shall, or shall cause the Surviving CorporationCorporation to, shall indemnify, defend and hold harmless to maintain in effect for not less than six years after the fullest extent permitted by Law Effective Time the current policies of directors' and former officers and directors of the officers' liability insurance maintained by Company and its Subsidiaries on the date hereof (provided that Parent may substitute therefor policies with reputable and financially sound carriers having at least the “same coverage and amounts thereof and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to facts or circumstances occurring at or prior to the Effective Time; provided that if the aggregate annual premiums for such insurance during such six-year period shall exceed 300% of the per annum rate of the aggregate premium currently paid by Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the most advantageous coverage that shall then be available at an annual premium equal to 300% of such rate. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 5.12. The rights under this Section 5.12 are in addition to rights that an Indemnified Party may have under the articles of incorporation, bylaws, or other similar organizational documents of Company or any of its Subsidiaries or the Maine Law. The rights under this Section 5.12 shall survive consummation of the Merger and are expressly intended to benefit each Indemnified Party. Parent agrees to cause the Surviving Corporation and any of its Subsidiaries (or their successors) to maintain in effect for a period of six years the provisions of its articles of incorporation or bylaws or similar organizational documents providing for indemnification of Indemnified Parties”) against all losses, claims, damages, fines, penalties and liability in with respect of acts to facts or omissions circumstances occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as fullest extent provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable by law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, the The Surviving Corporation, Corporation shall indemnify, defend indemnify and hold harmless and advance expenses to the fullest extent permitted by Law the current present and former officers officers, directors and directors employees of MediaOne and the Company MediaOne Subsidiaries, and its Subsidiaries each person who prior to the Effective Time becomes an officer, director or employee of MediaOne (the “Indemnified Parties”) against all losseseach an "INDEMNIFIED PERSON"), claims, damages, fines, penalties and liability in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective TimeTime (including, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheldwithout limitation, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter this Agreement and the consummation of the transactions contemplated hereby) to the same extent provided under MediaOne's certificate of incorporation and bylaws in effect on the date hereof ("INDEMNIFIED LOSSES"); provided that such indemnification shall be subject to indemnification hereunderany limitation imposed from time to time under applicable law. Without limiting the generality of the foregoing, then, unless otherwise the Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 7.03(a). The Surviving Corporation shall periodically advance or reimburse each Indemnified Person for all reasonable fees and expenses of counsel constituting Indemnified Losses as such fees and expenses are incurred; provided for in an indemnification agreement with that such Indemnified Party, Person shall agree to promptly repay to the Surviving Corporation the amount of any such reimbursement if it shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs be judicially determined by judgment or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, order not subject to the Surviving Corporation’s receipt of an undertaking by further appeal or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law discretionary review that such Indemnified Party Person is not entitled to be indemnifiedindemnified by the Surviving Corporation in connection with such matter. In the event that the Surviving Corporation sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, the Surviving Corporation shall, as a condition of any such Legal Proceedingtransaction, (i) cause such purchaser or such surviving corporation, as the case may be, to assume the Surviving Corporation shall cooperate with Corporation's obligations under this Section 7.03 upon the Indemnified Party in the defense consummation of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)transaction.

Director and Officer Liability. (a) From and Parent agrees that at all times after the Effective Time, Parent andit shall, when applicableor shall cause the Surviving Corporation and its Subsidiaries to indemnify each person who is now, or has been at any time prior to the date hereof, an employee, agent, director or officer of Company or of any of its Subsidiaries, its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and expenses of legal counsel), against any Indemnified Party in his or her capacity as an employee, agent, officer or director of Company or its Subsidiaries, whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, including liability arising under the 1933 Act, the 1934 Act or state law. In the event of any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense described in the preceding sentence, Parent shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly after statements are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred. Parent shall, or shall cause the Surviving CorporationCorporation to, shall indemnify, defend and hold harmless to maintain in effect for not less than six years after the fullest extent permitted by Law Effective Time the current policies of directors' and former officers and directors of the officers' liability insurance maintained by Company and its Subsidiaries on the date hereof (provided that Parent may substitute therefor policies with reputable and financially sound carriers having at least the “Indemnified Parties”same coverage and amounts thereof and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) against all losses, claims, damages, fines, penalties and liability in with respect of acts to facts or omissions circumstances occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with ; provided that if the approval of Parent (which approval aggregate annual premiums for such insurance during such six-year period shall not be unreasonably withheld, delayed or conditioned), by reason exceed 300% of the fact that such Indemnified Party is or was a director or officer per annum rate of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned).the

Director and Officer Liability. (a) From and after Neither the Effective Timedirectors nor officers of the Condominium Association whether elected or designated by the Declarant shall be personally liable to the Condominium Association or the Owners for any mistake of judgment or for any other acts or omissions of any nature whatsoever as such directors or officers, Parent andexcept for any acts or omissions found by a court to constitute criminal conduct, when applicable, the Surviving Corporation, gross negligence or fraud. The Condominium Association shall indemnify, defend indemnify and hold harmless each of the directors and each of the officers, his heirs, executors or administrators, against all contractual and other liabilities to the fullest extent permitted Condominium Association, the Owners or others arising out of contracts made by Law the current and former officers and directors or other acts of the Company directors and its Subsidiaries (the “Indemnified Parties”) officers on behalf of the Owners or the Condominium Association or arising out of their status as directors or officers unless any such contract or act shall have been made criminally, fraudulently or with gross negligence. It is intended that the foregoing indemnification shall include indemnification against all lossescosts and expenses (including, claimsbut not limited to, damagescounsel fees, fines, penalties amounts of judgments paid and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise settlement) actually and reasonably incurred in connection with the approval defense of Parent (any claim, action, suit or proceeding, whether civil, administrative, or other, in which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer may be involved by virtue of the Company such person being or its Subsidiaries, is or was serving at the request of the Company as having been a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, officer; provided, however, that the foregoing such indemnity shall not apply to an Indemnified Party be operative with respect to a Legal Proceeding that was commenced by Indemnified Party unless (i) any matter as to which such Legal Proceeding was authorized person shall have been finally adjudged in such action, suit or consented proceeding to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification be liable for acts criminal conduct, gross negligence or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided fraud in the Company’s Certificate performance of Incorporation his duties as a director or Bylaws officer, or (ii) any agreement set forth in Section 6.6 of the Company’s Disclosure Lettermatter settled or compromised, unless, in each case in effect as the opinion of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one independent counsel selected by or in a manner determined by the Indemnified Party)Board, judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party there is not entitled to be indemnified. In the event of any reasonable ground for such Legal Proceedingperson being adjudged liable for criminal conduct, (i) the Surviving Corporation shall cooperate with the Indemnified Party gross negligence or fraud in the defense performance of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise his duties as a director or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)officer.

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, each of Tempranillo and the Surviving CorporationCorporation shall, shall jointly and severally, indemnify, defend and hold harmless to the fullest extent permitted by Law the current and former officers and directors of the Company and its Subsidiaries (the “each Indemnified Parties”) Party against all claims, losses, claimsliabilities, damages, finesjudgments, penalties fines and liability in respect of acts or omissions occurring at or prior to the Effective Timereasonable fees, costs and expenses, including amounts paid attorneys’ fees and disbursements, incurred in settlement connection with any claim, action, suit, proceeding or compromise with the approval investigation, whether civil, criminal, administrative or investigative, arising out of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of pertaining to the fact that such the Indemnified Party is or was an officer, director or manager of Lafite or any of its Subsidiaries or, while a director director, manager or officer of the Company Lafite or any of its Subsidiaries, is or was serving at the request of the Company Lafite or one of its Subsidiaries as a an officer, director or officer manager of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Lafite would have been permitted to do so by law. Each Indemnified Party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any other companysuch claim, with respect action, suit, proceeding or investigation from each of Tempranillo and the Surviving Corporation within 90 days of receipt by Tempranillo or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any Indemnified Party to whom expenses are to be advanced provides prior to any action alleged receipt of such advances an undertaking, to have been taken the extent required by the DGCL or omitted in any other applicable law, to repay such capacity, provided, however, advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Party is not entitled to indemnification under applicable law. Without limiting the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board any other provision of Directors of the Company. Parent and Merger Subsidiary agree this Section 7.05, Tempranillo agrees that all rights to indemnification, advancement of expenses and exculpation and indemnification from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Indemnified Parties current or former directors or officers of Lafite and its Subsidiaries as provided in their respective certificate of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of Lafite as in effect on the Company’s Certificate date of Incorporation or Bylaws or any agreement this Agreement and set forth in Section 6.6 7.05 of the Company’s Lafite Disclosure LetterLetter shall be assumed by Tempranillo and the Surviving Corporation in the Merger, in each case in effect as of jointly and severally, without further action, at the date hereofEffective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Legal Proceeding, (i) the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)terms.

Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, the The Surviving Corporation, Corporation shall indemnify, defend indemnify and hold harmless and advance expenses to the fullest extent permitted by Law the current present and former officers officers, directors and directors employees of MediaOne and the Company MediaOne Subsidiaries, and its Subsidiaries each person who prior to the Effective Time becomes an officer, director or employee of MediaOne (the “each an "Indemnified Parties”) against all lossesPerson"), claims, damages, fines, penalties and liability in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective TimeTime (including, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheldwithout limitation, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter this Agreement and the consummation of the transactions contemplated hereby) to the same extent provided under MediaOne's certificate of incorporation and bylaws in effect on the date hereof ("Indemnified Losses"); provided that such indemnification shall be subject to indemnification hereunderany limitation imposed from time to time under applicable law. Without limiting the generality of the foregoing, then, unless otherwise the Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 7.3(a). The Surviving Corporation shall periodically advance or reimburse each Indemnified Person for all reasonable fees and expenses of counsel constituting Indemnified Losses as such fees and expenses are incurred; provided for in an indemnification agreement with that such Indemnified Party, Person shall agree to promptly repay to the Surviving Corporation the amount of any such reimbursement if it shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs be judicially determined by judgment or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, order not subject to the Surviving Corporation’s receipt of an undertaking by further appeal or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law discretionary review that such Indemnified Party Person is not entitled to be indemnifiedindemnified by the Surviving Corporation in connection with such matter. In the event that the Surviving Corporation sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, the Surviving Corporation shall, as a condition of any such Legal Proceedingtransaction, (i) cause such purchaser or such surviving corporation, as the case may be, to assume the Surviving Corporation shall cooperate with Corporation's obligations under this Section 7.3 upon the Indemnified Party in the defense consummation of any such Legal Proceeding and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Legal Proceeding pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned)transaction.