Common use of Indemnification; Directors’ and Officers’ Insurance Clause in Contracts

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time, Holdco shall, to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company to, indemnify and hold harmless each present and former director and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein.

Indemnification; Directors’ and Officers’ Insurance. (a) Each of the Surviving Corporation and Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current or former directors, officers or employees of the Company or any of its Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) or in any indemnification, employment or other similar agreements of the Company or any of its Subsidiaries will survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years after the Closing Date, to the fullest extent permitted by applicable Law, Parent shall cause the certificate of incorporation, by-laws and other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to the Company Indemnified Parties (as defined below) than are set forth as of the date of this Agreement in the respective certificate of incorporation, by-laws or other organizational documents of the Company and its Subsidiaries. From and after the Wax Effective Time, Holdco shall, to the extent the Wax Surviving Company is permitted to by applicable LawCorporation will, and shall cause, Parent will cause the Wax Surviving Company Corporation to, indemnify and hold harmless each present and former individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director and or officer of the Company determined or any of its Subsidiaries or who is as of the Wax date of this Agreement, or who thereafter commences prior to the Effective Time Time, serving at the request of the Company of any of its Subsidiaries as a director or officer of another Person (all of the foregoing, collectively, the “Company Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages including attorneys’ fees and disbursements (“Losses”), incurred or liabilities incurred arising in connection with any claim, action, suitinvestigation, proceeding suit or investigationproceeding, whether civil, criminal, regulatory, administrative or investigative (including with respect to matters existing or occurring or alleged to have existed or occurred at or prior to the Wax Effective Time (including this Agreement and the Transactionstransactions and actions contemplated hereby)), arising out of or pertaining to the fact that such the Company Indemnified Party is or was a director, officer, employee an officer or agent director of the Company or any of its Subsidiaries, Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee director or agent officer of another Person prior to the Wax Effective Time, or any act or omission by such Company Indemnified Party while serving in each casesuch capacity, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent, Purchaser and after the Wax Effective Time, Holdco shall, Surviving Corporation agree that all rights to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company to, indemnify and hold harmless each present and former director and officer indemnification existing in favor of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs present or expenses (including reasonable attorneys’ fees)former directors, judgmentsofficers, finesemployees, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement fiduciaries and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent agents of the Company or any of its SubsidiariesSubsidiaries (collectively, the "INDEMNIFIED PARTIES") for acts or omissions of such Persons occurring at or prior to the Effective Time, as provided in the Company's Certificate of Incorporation or By-Laws or the certificate or articles of incorporation, by-laws or similar organizational documents of any of its Subsidiaries or the terms of any individual indemnity agreement or other arrangement with any director or executive officer, which agreement or arrangement is or was serving at the request listed in Section 8.7 of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective TimeDisclosure Schedule, in each casecase as in effect as of the date of this Agreement, whether asserted or claimed prior to, at or shall survive the Merger and shall continue in full force and effect for six years after the Wax Effective TimeTime (without modification or amendment, except as required by applicable Law) in accordance with their terms, to the fullest extent permitted under Delaware by Law, and shall be enforceable by the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company SubsidiaryIndemnified Parties against the Surviving Corporation, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company Corporation shall also advance fees and expenses of such Persons (including reasonable attorney's fees) as incurred to the fullest extent permitted underunder applicable Law upon receipt of any undertaking required by applicable Law. Notwithstanding the foregoing, Parent and subject the Surviving Corporation shall not be required to indemnify any Indemnified Party to the limitations in, applicable Lawextent that the indemnifiable amount is paid by an insurer pursuant to Section 8.7(b). If within six years from the Effective Time, the Company Charter Surviving Corporation is merged with and into Parent or Company Bylaws another Person, the certificate of incorporation and bylaws (or comparable equivalent organizational documents) of Parent or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company such other Person shall, for a at least the six-year period of six years from and after following the Wax Effective Time, contain provisions no less favorable with respect provide rights to indemnification, advancement indemnification for the Indemnified Persons at least equivalent to those in the certificate of expenses incorporation and exculpation of present and former directors, officers, employees and agents bylaws of the Company and its Subsidiaries than are presently set forth in Surviving Corporation. Subject to the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to foregoing, nothing is this Section 5.12 8.7 shall not be amendedprevent a merger, repealed consolidation, or otherwise modified at any time in a manner that would adversely affect business combination of the rights of such Indemnified Party as provided hereinSurviving Corporation with another entity.

Indemnification; Directors’ and Officers’ Insurance. The Company shall (a) From during the Employment Period and after thereafter without limitation of time, indemnify and advance expenses to the Wax Effective TimeEmployee to the fullest extent permitted by the laws of the State of Nevada from time to time in effect and (b) during the Employment Period, Holdco shall, acquire and maintain directors and offices liability insurance covering the Employee (and to the extent the Wax Surviving Company is permitted to by applicable Lawdesires, other directors and shall cause, the Wax Surviving Company to, indemnify and hold harmless each present and former director and officer officers of the Company and its affiliated companies) to the extent it is available at commercially reasonable rates as determined by the Board; provided, however, that in no event shall the Employee be entitled to indemnification or advancement of expenses under this paragraph 18 with respect to any proceeding, or matter therein, brought or made by the Employee against the Company other than one initiated by the Employee to enforce the Employee's advancement of expenses as provided in this paragraph 18 shall not be deemed exclusive of any other rights to which the Employee may at any time be entitled under applicable law, the certificate of incorporation or bylaws of the Wax Effective Time (Company, any agreement, a vote of stockholders, a resolution of the “Indemnified Parties”) against Board, or otherwise. The provisions of this paragraph 18 shall continue in effect notwithstanding termination of the Employee's employment hereunder for any costs or reason, including, without limitation, the Employee's voluntary termination. In furtherance thereof, and not by way of limitation, the Company shall reimburse the Employee for all reasonable legal fees and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred by the Employee in connection with the Employee's obtaining and enforcing any claim, action, suit, proceeding right or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to benefit provided by this Agreement. The reimbursement of such legal fees and expenses shall be made within 30 days after the Wax Effective Time (including this Agreement and the Transactions)), arising out Employee's request for payment accompanied by evidence of the fact that such Indemnified Party is or was fees and expenses incurred. For a directorperiod of ten (10) years after the termination, officerfor any reason, employee or agent of the Company or any of its SubsidiariesEmployee's employment with the Company, or is or was serving at the request of the Company as a directorshall indemnify, officer, employee or agent of another Person prior to hold harmless and defend the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective TimeEmployee, to the fullest extent permitted under Delaware Lawby applicable law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Timeagainst any loss, contain provisions no less favorable cost or expense related to or arising out of any action or claim with respect to indemnification(i) the Company or its affiliated companies or (11) any action taken or omitted by the Employee (INCLUDING, advancement of expenses and exculpation of present and former directorsBUT NOT LIMITED TO, officers, employees and agents MATTERS THAT CONSTITUTE NEGLIGENCE OF THE EMPLOYEE) for or on behalf of the Company or its affiliated companies, whether, in either case, such action or claim, or the facts and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right circumstances giving rise thereto, occurred or accrued before or after such termination of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinemployment.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective TimeAcquisition agrees that all rights to indemnification now existing in favor of any employee, Holdco shallagent, to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company to, indemnify and hold harmless each present and former director and or officer of the Company determined as of the Wax Effective Time and its Subsidiaries (the “"Indemnified Parties”") against as provided in their respective charters or bylaws, in an agreement between an Indemnified Party and the Company or one of its Subsidiaries, or otherwise in effect on the date hereof shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided that in the event any costs claim or expenses (including reasonable attorneys’ fees)claims are asserted or made within such six-year period, judgments, fines, losses, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including . Acquisition also agrees to indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement all acts and the Transactions)), omissions arising out of such individuals' services as officers, directors, employees or agents of the fact that such Indemnified Party is Company or was a directorany of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, officeror otherwise on behalf of, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person occurring prior to the Wax Effective Time including, without limitation, the transactions contemplated by this Agreement. Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including, without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons Acquisition will pay as incurred to such Indemnified Party's legal and other expenses (including the fullest extent permitted undercost of any investigation and preparation) incurred in connection therewith. Acquisition shall pay all expenses, and subject to the limitations inincluding attorneys' fees, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an may be incurred by any Indemnified Party pursuant to in enforcing the indemnity and other obligations provided for in this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein6.2.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time, Holdco Acquiror shall, to the extent the Wax Surviving or shall cause Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company or Amalco to, indemnify and hold harmless each present all current and former director officers and officer directors of Company and its Subsidiaries to the Company determined same extent such Persons may be indemnified and held harmless as of the Wax date of this Agreement by Company pursuant to the articles of continuation or by-laws of Company for acts or omissions occurring at or prior to the Effective Time, including those in respect of the Arrangement and the other transactions contemplated hereby. Company shall be permitted, prior to the Effective Time, to obtain and fully pay for a “tail” insurance policy in respect of Company’s current directors and officers with an extended reporting period of at least six years from and after the Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneyswith respect to directors’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection and officers’ liability insurance with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including benefits and levels of coverage at least as favorable as Company’s existing policy with respect to matters existing or occurring at or prior to the Wax Effective Time (including in connection with this Agreement and or the Transactionstransactions or actions contemplated hereby)); provided, arising out however, that in no event shall Company expend for such policy an annual premium amount in excess of 300% of the fact amount paid by Company in its current fiscal year, but in such case may purchase as much coverage as is available for such amount. If any person makes any claim for indemnification or advancement of expenses under this Section 4.11 that is denied by Acquiror, Company or Amalco, and a court of competent jurisdiction determines that such Indemnified Party indemnified person is entitled to such indemnification, then Acquiror, Company and Amalco shall pay such indemnified person’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against Acquiror, Company or was a director, officer, employee or agent Amalco. The rights of the indemnified persons under this Section 4.11 shall be in addition to any rights such indemnified persons may have under the constating documents of Company or any of its SubsidiariesAmalco, or is under any applicable Law. All rights to indemnification and exculpation from liabilities for acts or was serving omissions occurring at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, Time and rights to advancement of expenses relating thereto in each case, whether asserted or claimed prior to, at or after favor of any indemnified person as provided in the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing constating documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to survive the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, Effective Time for a period of not less than six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at in any time in a manner that would adversely affect any right thereunder of any such indemnified person. The provisions of this Section 4.11 shall survive the rights consummation of the transactions contemplated by this Agreement and are intended for the benefit of, and shall be enforceable by, the indemnified persons, and their respective heirs, executors, administrators and legal personal representatives and shall be binding on each of Acquiror, Company and Amalco and its successors and assigns, and, for such Indemnified Party purpose only, Company hereby confirms that it is acting as provided hereintrustee on their behalf.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time until the sixth anniversary of the Effective Time, Holdco shallParent shall indemnify, to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company advance expenses to, indemnify and hold harmless each the present and former director officers and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents directors of the Company and its Subsidiaries than are presently (each, an “Indemnified Party”), in each case to the fullest extent permitted by law, in respect of acts or omissions occurring or alleged to have occurred prior to or after the Effective Time. From and after the Effective Time, Parent shall cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification and insurance set forth in the Company Charter Certificate of Incorporation and the Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 By-laws in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified at amended in any time in a manner that would materially and adversely affect the rights thereunder of the Company’s employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time, except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth in the Company Certificate of Incorporation or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such reasonable counsel’s fees and expenses. With respect to acts or omissions occurring on or prior to the Effective Time, the Company may, in its sole discretion, on or prior to the Effective Time (after consultation with Parent) purchase (and if it does not, at or after the Effective Time Parent shall purchase or cause the Surviving Corporation to purchase) a tail, run-off or similar director’s and officer’s liability insurance coverage policy for a period of six (6) years, with the same or substantially similar coverages as are currently in effect for the Company, at no cost to the beneficiaries thereof; provided that the total premiums to be paid for such policy shall not exceed $150,000 annually (and if the total premium of such Indemnified Party insurance coverage exceeds such amount, the Company, Parent or the Surviving Corporation shall obtain a tail policy with the greatest coverage available for a cost not exceeding such amount). If the Company does purchase such a tail, run-off or similar director’s and officer’s liability insurance coverage policy prior to the Effective Time in compliance with this Section 5.7, Parent and the Surviving Corporation shall maintain such policy as provided hereinpurchased by the Company in full force and effect and continue to honor their respective obligations thereunder.

Indemnification; Directors’ and Officers’ Insurance. (a) From All rights to indemnification and permitted limitations of liability for monetary damages existing in favor of the present or former directors, officers and employees of the Company or any of its Subsidiaries (other than for indemnification claims for Losses under Article VII of this Agreement) (the “Covered D&O Indemnitees”) as provided in the Company’s certificate of incorporation or bylaws as in effect on the date hereof, or the certificate of incorporation, bylaws or similar constitutive documents of any of the Company’s Subsidiaries as in effect as of the date hereof, or indemnification agreements with each present or former director, officer or employee, with respect to matters occurring prior to the Effective Time (including the transactions contemplated by this Agreement) shall survive the Merger and shall continue in full force and effect (to the extent consistent with applicable Law) indefinitely after the Wax Effective Time, Holdco shallwithout material alteration or amendment. After the Effective Time, Acquiror shall cause the Surviving Corporation to the extent the Wax Surviving Company is permitted to by applicable Lawindemnify, and shall cause, the Wax Surviving Company to, indemnify defend and hold harmless each present and former director and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) Covered D&O Indemnitees against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding arising out of actions or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or omissions occurring at or prior to the Wax Effective Time (including the transactions contemplated by this Agreement Agreement) to the full extent then permitted under Delaware Law and by the Transactions))Company’s certificate of incorporation or bylaws as in effect on the date hereof; provided, arising out of the fact that such Indemnified Party is or was a directorindemnification shall be subject to any limitation imposed from time to time under applicable Law. Without limiting the foregoing, officerAcquiror shall cause the Surviving Corporation, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Timeextent permitted by applicable Law, in each case, whether asserted or claimed prior to, at or after to periodically advance expenses as incurred with respect to the Wax Effective Time, foregoing to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person applicable Law and Holdco (pursuant to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted underindemnification agreements in place with each individual; provided, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of person to whom the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years after the Effective Time (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, and from and after the Wax Effective TimeSubsequent Merger, Holdco shallthe Surviving Company and its Subsidiaries to, honor and fulfill in all respects the obligations (including both indemnification and advancement of expenses) of the Company and its Subsidiaries under the certificate of incorporation or any bylaws of the Company or its Subsidiaries or indemnification agreements, in each case, in effect immediately prior to the extent Effective Time for the Wax Surviving Company is permitted to by applicable Law, benefit of any of its current or former directors and shall cause, the Wax Surviving Company to, indemnify officers and hold harmless each present and former any person who becomes a director and or officer of the Company determined as or any of its Subsidiaries prior to the Wax Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shallIn addition, for a period of six (6) years from following the Effective Time (and after until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall (and shall cause the Wax Effective TimeSurviving Corporation, the Surviving Company and their respective Subsidiaries to) cause the certificate of incorporation, certificate of formation and bylaws and operating agreement, as applicable (and other similar organizational documents) of the Surviving Corporation, the Surviving Company and their respective Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation that are at least as favorable, in the aggregate, as the indemnification, advancement of present expenses and former directors, officers, employees exculpation provisions contained in the certificate of incorporation and agents bylaws (or other similar organizational documents) of the Company and its Subsidiaries than are presently set forth in immediately prior to the Company Charter Effective Time, and Company Bylaws. Any right during such six (6) year period (and until such later date as of indemnification of an Indemnified Party pursuant to this Section 5.12 which any Action commenced during such six (6) year period shall have been finally disposed of), such provisions shall not be amended, repealed or otherwise modified at in any time in a manner that would adversely affect the rights of such Indemnified Party respect, except as provided hereinrequired by Law.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time until the sixth anniversary of the Effective Time, Holdco shallParent shall indemnify, to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company advance expenses to, indemnify and hold harmless each the present and former director officers and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents directors of the Company and its Subsidiaries than are presently (each, an “Indemnified Party”), in each case to the fullest extent permitted by law, in respect of acts or omissions occurring or alleged to have occurred prior to or after the Effective Time. From and after the Effective Time, Parent shall cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification and insurance set forth in the Company Charter and the Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 By-laws in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified at amended in any time in a manner that would materially and adversely affect the rights thereunder of the Company’s employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time, except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth in the Company Charter or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such reasonable counsel’s fees and expenses. With respect to acts or omissions occurring on or prior to the Effective Time, the Company may on or prior to the Effective Time purchase (and if it does not, at or after the Effective Time the Parent shall purchase or cause the Surviving Corporation to purchase) a tail, run-off or similar director’s and officer’s liability insurance coverage policy for a period of six (6) years, with the same or similar coverages as are currently in effect for the Company, at no cost to the beneficiaries thereof; provided that (i) the total premiums to be paid for such policy shall not exceed 200% of the aggregate annual premium most recently paid by the Company prior to the date hereof to maintain director’s and officer’s liability insurance coverage (and if the total premium of such Indemnified Party as provided hereininsurance coverage exceeds such amount, the Company, Parent or the Surviving Corporation shall obtain a tail policy with the greatest coverage available for a cost not exceeding such amount) and (ii) prior to the Effective Time, the Company shall not enter into any insurance contract for a “tail” policy without the prior written consent of Parent which shall not be unreasonably withheld, conditioned or delayed.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time, Holdco shall, to the extent the Wax Surviving Company is permitted to by applicable Law(i) Parent will, and shall cause, Parent will cause the Wax Surviving Amalgamated Company to, indemnify and hold harmless harmless, and will provide advancement of expenses to, each present and former person who is or was a director and or officer of the Company determined as of or any Company Subsidiary at or at any time prior to the Wax Effective Time (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including same extent such persons are indemnified or have the right to the advancement of expenses as of the date of this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of by the Company or any of the applicable Company Subsidiary pursuant to its Subsidiaries, or is or was serving at the request of the Company Organizational Documents as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, in accordance with applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure ; provided that the organizational documents of the Wax Surviving Company shall, for a period of six years from Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and after the Wax Effective Time, contain provisions no less favorable with respect finally determined that such Indemnified Party is not entitled to indemnification, advancement of expenses and exculpation of present (ii) Parent will cause the Amalgamated Company to fulfill and former directors, officers, employees and agents honor in all respects the obligations of the Company and its Subsidiaries than are presently pursuant to any indemnification agreements (including those set forth in the Company’s or a Company Charter Subsidiary’s Organizational Documents as in effect on the date of this Agreement) between the Company and Company Bylawsany of the Indemnified Parties in effect immediately prior to the date of this Agreement. Any right Notwithstanding any provision of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not 7.02(a), neither Parent nor the Amalgamated Company shall, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be amended, repealed or otherwise modified liable for reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all Indemnified Parties. Parent shall be entitled to participate in a manner that would adversely affect the rights defense of any such action or proceeding, and counsel for the Indemnified Party as provided hereinshall, to the extent consistent with their professional responsibilities, reasonably cooperate with Parent and any counsel designated by Parent.

Indemnification; Directors’ and Officers’ Insurance. (a) From For claims asserted, occurring or arising within six years from and after the Wax Effective Time, Holdco shallthe Surviving Corporation shall indemnify, defend and hold harmless all past and present officers and directors of the Company and of its Subsidiaries (the "Indemnified Parties") to the same extent such persons are indemnified as of the Wax date of this Agreement by the Company pursuant to the Company Articles of Incorporation, the Company's Bylaws and any agreements and contracts set forth in Section 5.12 of the Company Letter between the Company or any of its Subsidiaries and any of their current officers and directors, as such agreements and contracts are amended prior to the Effective Time, for acts or omissions occurring at or prior to the date hereof, for acts or omissions occurring at or prior to the Effective Time. For a period of six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect the current policies of directors' and officers' liability insurance maintained by the Company is permitted (PROVIDED that the Surviving Corporation may at its option substitute therefor policies that would cover the Indemnified Parties (i) with at least the same coverage and amounts containing terms and conditions that are no less advantageous in any material respect to by applicable Lawthe Indemnified Parties or (ii) after July 1, 2003, that cover Parent's directors against similar liabilities, in amounts and coverages equal to those provided for Parent's directors; PROVIDED FURTHER that there shall be no period of time between the effectiveness of coverage of the Company's current policies and the effectiveness of coverage of any substitute policies) with respect to matters arising before the Effective Time. The provisions of this Section 5.12 are intended to be for the benefit of, and shall causebe enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of Sub, the Wax Company and the Surviving Company Corporation. Without limiting the foregoing, from and after the Effective Time, Parent and Surviving Corporation shall, and Parent shall cause Surviving Corporation to, indemnify and hold harmless each present and former director and officer all current directors of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)for all liability, judgments, fines, lossesdamages, claims, damages charges, cost and expenses, including fees of one counsel for all such directors (it being understood that (i) Parent shall have the right to assume the defense of any claims or liabilities suits brought against any such directors, in which case Parent shall not be liable for any such fees subsequently incurred by any directors, and (ii) no director shall settle any such claim or suit without Parent's consent, which shall not be unreasonably withheld), arising from or related to any acts or omissions occurring in connection with any claimthis Agreement, actionthe negotiation and approval of this Agreement, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out consummation of the fact that such Indemnified Party is or was a director, officer, employee or agent transactions contemplated hereby. Parent also agrees to cause Surviving Corporation to fulfill all contractual indemnification obligations of the Company or any of to its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior officers and directors referred to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein5.12.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent, Purchaser and after the Wax Effective Time, Holdco shall, Surviving Corporation agree that all rights to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company to, indemnify and hold harmless each present and former director and officer indemnification existing in favor of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs present or expenses (including reasonable attorneys’ fees)former directors, judgmentsofficers, finesemployees, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement fiduciaries and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent agents of the Company or any of its SubsidiariesSubsidiaries (collectively, the "INDEMNIFIED PARTIES") for acts or omissions of such Persons occurring at or prior to the Effective Time, as provided in the Company's Certificate of Incorporation or By-Laws or the certificate or articles of incorporation, by-laws or similar organizational documents of any of the Subsidiaries or the terms of any individual indemnity agreement or other arrangement with any director or executive officer, which agreement or arrangement is or was serving at the request listed in Section 8.7 of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective TimeDisclosure Schedule, in each casecase as in effect as of the date of this Agreement, whether asserted or claimed prior to, at or shall survive the Merger and shall continue in full force and effect for six years after the Wax Effective TimeTime (without modification or amendment, except as required by applicable law) in accordance with their terms, to the fullest extent permitted under Delaware Lawby law, and shall be enforceable by the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company SubsidiaryIndemnified Parties against the Surviving Corporation, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company Corporation shall also advance fees and expenses of such Persons (including reasonable attorney's fees) as incurred to the fullest extent permitted under, and subject to the limitations in, under applicable Law upon receipt of any undertaking required by applicable Law. If, within six years from the Effective Time, the Company Charter Surviving Corporation is merged with and into Parent or Company Bylaws another entity, the certificate of limited partnership and agreement of limited partnership of Parent (or comparable equivalent organizational documents) or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company such other entity shall, for a at least the six-year period of six years from and after following the Wax Effective Time, contain provisions no less favorable with respect provide rights to indemnificationindemnification for the Indemnified Persons at least equivalent to those in the certificate of incorporation and bylaws of 45 50 the Surviving Corporation. Subject to the foregoing, advancement of expenses and exculpation of present and former directorsnothing in this Section 8.7 shall prevent a merger, officersconsolidation, employees and agents or business combination of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinSurviving Corporation with another entity.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Holdco shallParent and Carve-out Buyer shall cause the Surviving Corporation, or, in the case of Carve-out Buyer, any subsidiary transferred to the extent the Wax Surviving Company is permitted to by applicable LawCarve-out Buyer, and shall cause, the Wax Surviving Company to, indemnify and hold harmless each present and former director and officer assume all obligations of the Company determined as and its Subsidiaries in respect of exculpation, indemnification and advancement of expenses for each individual who at the Wax Effective Time (is, or at any time prior to the “Effective Time was, an Indemnified Parties”) against any costs Party for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or omissions occurring at or prior to the Wax Effective Time as provided in the Company’s Restated Certificate of Incorporation and By-laws (including this Agreement or similar organizational documents of any Subsidiary) as in effect on the date hereof. For a period of six years from the Effective Time, the Surviving Corporation shall maintain, and Parent shall cause the Transactions))Surviving Corporation to maintain, arising out provisions of the fact that such Indemnified Party is or was a director, officer, employee or agent Surviving Corporation’s certificate of incorporation and bylaws with respect to limitation of liabilities of directors and indemnification and advancement of expenses of officers and directors of the Company or any that are the same as those set forth in the Company’s Restated Certificate of its Subsidiaries, or is or was serving at the request of the Company Incorporation and By-laws as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted underAgreement, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amendedamend, repealed repeal or otherwise modified at modify any time such provisions in a any manner that would adversely affect the rights thereunder of any Indemnified Party, unless otherwise required by Law. Anything to the contrary in this Section 7.10(a), the Restated Certificate of Incorporation or By-laws notwithstanding, any Person to whom advancement of expenses is provided shall be required to provide, as a condition to such advancement, an undertaking to repay such advances if it is ultimately determined under applicable Law that such Indemnified Party as provided hereinis not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time, Parent Holdco shall, to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, cause the Wax Surviving Company Corporation to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law, each present and former director director, officer and officer employee of the Company, including any employee who serves as a fiduciary of a Company determined as of the Wax Effective Time Benefit Plan (collectively, together with such Person’s heirs, executors or administrators, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding actual or investigationthreatened Action, whether civil, criminal, administrative or investigative (including investigative, arising out of, related to or in connection with respect any action or omission occurring or alleged to matters existing or occurring at or have occurred whether prior to or at the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that in connection with such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company Parties’ service as a director, officer, employee or agent other fiduciary of another Person prior to the Wax Effective Time, in each caseCompany or any of its Subsidiaries or services performed by such Persons at the request of or for the benefit of the Company or its Subsidiaries), whether asserted or claimed prior to, at or after the Wax Effective Time, to including, for the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents avoidance of a Company Subsidiarydoubt, in effect on connection with (i) the date of transactions contemplated by this Agreement and (ii) actions to indemnify such Person and Holdco (to enforce this provision or any other indemnification, exculpation or advancement right of any Indemnified Party. Without limiting the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shallforegoing, for a period of six (6) years from and after the Wax Effective Time, the Charter and the Bylaws of the Surviving Corporation shall contain provisions no less favorable to the Indemnified Parties with respect to indemnification, exculpation from liabilities and rights to advancement of expenses and exculpation of present and former directors, officers, employees and agents than those set forth as of the Company and its Subsidiaries than are presently set forth date of this Agreement in the Company Charter certificate of incorporation and Company Bylaws. Any right bylaws of indemnification of an Indemnified Party pursuant to this Section 5.12 the Company, which provisions shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights thereunder of such any Indemnified Party. In addition, from and after the Effective Time, Parent Holdco shall, and shall cause the Surviving Corporation to, advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Party as provided hereinpromptly (and in any event within ten (10) days) after receipt by the Surviving Corporation or Parent Holdco of a request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an unsecured undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time, Holdco shall, to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company to, indemnify and hold harmless each present and former director and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Confidential Treatment Requested by New Fox, Inc. Pursuant to 17 C.F.R. Section 200.83 Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the Wax Effective Time, Holdco shall, Closing and to the fullest extent that the Wax Surviving Company is or would be permitted to by do so under applicable LawLaw and its organizational documents, (i) Parent agrees that it will, and shall cause, will cause the Wax Subsequent Surviving Company to, indemnify and hold harmless each present and former director and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) Director or Officer against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with with, arising out of or otherwise related to any claimProceeding in connection with, action, suit, proceeding arising out of or investigation, whether civil, criminal, administrative or investigative (including with respect otherwise related to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Initial Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Initial Effective Time, to and (ii) Parent or the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Subsequent Surviving Company shall also advance reasonable, documented out-of-pocket expenses of such Persons as incurred in connection therewith (upon receipt from such Person or a written request therefor, accompanied by invoices or other relevant documentation); provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification hereunder or under applicable Law. (b) Prior to the fullest extent permitted under, and subject to the limitations in, applicable LawInitial Effective Time, the Company Charter shall purchase and fully pay for an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage or otherwise in a form reasonably acceptable to Parent that shall provide each Indemnified Director or Officer with coverage in respect of claims arising out of or relating to any event that occurred at or prior to the Initial Effective Time (including in connection with the Transactions) for six (6) years following the Initial Effective Time with such terms as are not materially less favorable in the aggregate to the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company Bylaws or comparable organizational or governing documents (the “D&O Tail Policy”). Parent shall not, and shall cause the Subsequent Surviving Company to not, take any action to eliminate such D&O Tail Policy. The cost of any D&O Tail Policy shall be considered a Company SubsidiaryTransaction Expense for purposes of this Agreement. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall(c) Parent agrees that, for a period of six years from and after the Wax Effective Timesubject to applicable Laws, contain provisions no less favorable with respect all rights to indemnification, advancement of expenses and exculpation all limitations of present liability existing in favor of each Indemnified Director or Officer as provided in (i) the Company’s Organizational Documents as in effect as of the date of this Agreement and former directors(ii) any other indemnification agreements (as applicable) as in effect as of the date of this Agreement, officers, employees and agents disclosed in Section 5.12(c) of the Company Disclosure Letter, in each case, with respect to matters occurring on or prior to the Initial Effective Time, shall survive the Mergers and its Subsidiaries than shall continue in full force and effect thereafter, without any amendment thereto for a period of six (6) years from the Initial Effective Time. (d) The provisions of this Section 5.12 shall survive the consummation of the Mergers and are presently set forth in intended to be for the benefit of, and shall be enforceable by, each Indemnified Director or Officer, each of whom is an express third-party beneficiary of this Section 5.12. The obligations of Parent and the Subsequent Surviving Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to under this Section 5.12 shall not be amended, repealed terminated or otherwise modified at any time in such a manner that would as to adversely affect the rights of any Indemnified Director or Officer under this Section 5.12 without the consent of such affected Indemnified Party as provided hereinDirector or Officer.

Indemnification; Directors’ and Officers’ Insurance. In the Merger Agreement, Parent and the Purchaser have agreed that all rights to indemnification existing in favor of the present or former directors, officers and employees of the Company or any of its Subsidiaries as provided in the Company's Certificate of Incorporation or Bylaws, or the articles of organization, bylaws or similar documents of any of the Company's Subsidiaries as in effect at the date of the Merger Agreement with respect to matters occurring prior to the Effective Time will survive the Merger and continue in full force and effect for a period of not less than the statutes of limitations applicable to such matters. Parent agreed in the Merger Agreement to cause the Surviving Corporation to comply fully with these obligations and agreed not to amend, repeal or otherwise modify the Certificate of Incorporation and Bylaws of the Surviving Corporation for the period set forth in the preceding sentence in any manner that would adversely affect the rights of individuals who as of the date of the Merger Agreement were directors, officers or employees of the Company or otherwise entitled to indemnification under the Certificate of Incorporation, Bylaws or indemnification agreements (a) From the "Indemnified Parties"). In addition, the Certificate of Incorporation of the Surviving Corporation will include provisions providing for the indemnification of and advancement of expenses to such Indemnified Parties identical to those contained in the Company's Certificate of Incorporation. Parent, the Purchaser and the Company agreed in the Merger Agreement that the Company will, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Wax Effective Time, Holdco shallParent and the Surviving Corporation will, to the fullest extent the Wax Surviving Company is permitted to by under applicable Lawlaw, and shall causeindemnify, the Wax Surviving Company to, indemnify defend and hold harmless harmless, each present and former director and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) Party against any costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement entered into with the consent of Parent (which consent shall not be unreasonably withheld) in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), without limitation liabilities arising out of the transactions contemplated in the Merger Agreement, to the extent that such liabilities are based on the fact that such Indemnified Party is or was a director, officer, officer or employee or agent of the Company and arising out of actions or any of its Subsidiaries, omissions or is alleged actions or was serving omissions occurring at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, and in each casethe event of any such claim, action, suit, proceeding or investigation (whether asserted or claimed prior to, at arising before or after the Wax Effective Time), (i) the Company or the Surviving Corporation, as applicable, will pay the reasonable fees and expenses of one counsel (provided that if different Indemnified Parties are subject to different claims, actions, suits, proceedings or investigations, each Indemnified Party may select his or her own counsel) selected by the Indemnified Parties, which counsel must be reasonably satisfactory to the fullest extent permitted under Delaware LawCompany or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company Charter and the Surviving Corporation will cooperate in the defense of any such matter. The Merger Agreement further provides that Parent will or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, will cause the Surviving Corporation to maintain in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with in respect of acts or omissions occurring prior to indemnificationthe Effective Time, advancement policies of expenses directors' and exculpation of present officers' liability insurance and former fiduciary liability insurance covering the persons covered by the Company's existing directors, ' and officers, employees and agents ' liability insurance policies (at the date of the Company Merger Agreement) (which may include including such persons under Parent's existing policies) and its Subsidiaries than are presently set forth providing substantially similar coverage to such existing policies. However, the Surviving Corporation will not be required in order to maintain such directors' and officers' liability insurance and fiduciary liability insurance policies to pay an annual premium in excess of 200 percent of the aggregate annual amounts paid by the Company Charter at the date of the Merger Agreement to maintain the existing policies; and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall provided, further, that, if equivalent coverage cannot be amendedobtained, repealed or otherwise modified at any time can be obtained only by paying an annual premium in a manner that would adversely affect the rights excess of 200 percent of such Indemnified Party amount, the Surviving Corporation will only be required to obtain as provided hereinmuch coverage as can be obtained by paying an annual premium equal to 200 percent of such amount. Pursuant to the Merger Agreement, the indemnification and directors' and officers' insurance covenants described above will survive the consummation of the Merger and are intended to benefit, and will be enforceable by, any person or entity entitled to be indemnified hereunder (whether or not parties to the Merger Agreement).

Indemnification; Directors’ and Officers’ Insurance. (a) From All rights to indemnification and permitted limitations of liability for monetary damages existing in favor of the present or former directors, officers and employees of the Company or any of its Subsidiaries (other than for indemnification claims for Losses under Article VII of this Agreement) (the “Covered D&O Indemnitees”) as provided in the Company’s certificate of incorporation, bylaws and those certain indemnification agreements between the Company and certain of its officers and directors as in effect on the date hereof, or the certificate of incorporation, bylaws or similar constitutive documents of any of the Company’s Subsidiaries as in effect as of the date hereof with respect to matters occurring prior to the Effective Time (including the transactions contemplated by this Agreement) shall survive the Merger and shall continue in full force and effect (to the extent consistent with applicable Law) after the Wax Effective Time, Holdco shallwithout material alteration or amendment. After the Effective Time, Acquiror shall cause the Surviving Corporation to the extent the Wax Surviving Company is permitted to by applicable Lawindemnify, and shall cause, the Wax Surviving Company to, indemnify defend and hold harmless each present and former director and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) Covered D&O Indemnitees against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding arising out of actions or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or omissions occurring at or prior to the Wax Effective Time (including the transactions contemplated by this Agreement Agreement) to the full extent then permitted under Delaware Law and by the Transactions))Company’s certificate of incorporation or bylaws as in effect on the date hereof; provided, arising out of the fact that such Indemnified Party is or was a directorindemnification shall be subject to any limitation imposed from time to time under applicable Law. Without limiting the foregoing, officerAcquiror shall cause the Surviving Corporation, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Timeextent permitted by applicable Law, in each case, whether asserted or claimed prior to, at or after to periodically advance expenses as incurred with respect to the Wax Effective Time, foregoing to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law; provided, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of Person to whom the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six years after the Wax Effective TimeClosing Date, Holdco shall, to the extent the Wax Surviving Company is permitted to by applicable LawTarget Companies will, and Parent shall cause, cause the Wax Surviving Company Target Companies to, : (i) indemnify and hold harmless each present and former director and officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) harmless, against any costs or expenses (including reasonable attorneys’ attorney’s fees), judgments, fines, losses, claims, damages damages, or liabilities incurred in connection with any claimProceeding, actionand provide advancement of expenses to, suitall past and present directors, proceeding or investigationofficers, whether civilemployees, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out agents of the fact that such Indemnified Party is or was a director, officer, employee or agent Target Companies (in all of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Timetheir capacities), to the fullest same extent permitted under Delaware Law, such persons are indemnified or have the Company Charter or Company Bylaws or comparable organizational or governing documents right to advancement of a Company Subsidiary, expenses as of the date of this Agreement by the Target Companies pursuant to the applicable Organizational Documents of the Target Companies and indemnification agreements in effect existence on the date of this Agreement to indemnify such Person with any directors, officers, and Holdco (to employees of the extent it would be permitted if Holdco were the Wax Surviving Company) Target Companies and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted underby Applicable Law, and subject in each case for acts or omissions at or prior to the limitations in, applicable Closing Date (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Contemplated Transactions); and (ii) to the extent permitted by Applicable Law, include and cause to be maintained in effect in the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents Organizational Documents of the Wax Surviving Company shall, Target Companies for a period of six years from and after the Wax Effective TimeClosing Date, contain the current provisions no less favorable with respect to indemnificationregarding elimination of liability of directors, indemnification of officers, directors, and employees and advancement of expenses and exculpation of present and former directors, officers, employees and agents 50 contained in the applicable Organizational Documents of the Company Target Companies. The obligations of Parent and its Subsidiaries than are presently set forth in the Company Charter and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to Target Companies following the Closing under this Section 5.12 6.09(a) shall not be amended, repealed terminated or otherwise modified at any time in such a manner that would as to adversely affect any director or officer to whom this Section 6.09(a) applies without the rights consent of such Indemnified Party affected director or officer. In the event Parent, the Target Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any other Person, then, in either such case, proper provision shall be made so that the successors and assigns of Parent or the Target Companies, as provided hereinthe case may be, shall assume the obligations of this Section 6.09(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From The Surviving Corporation and after the Wax Effective Time, Holdco shall, to Company Subsidiaries shall (and Parent shall cause the extent Surviving Corporation and the Wax Surviving Company is permitted to by applicable Law, Subsidiaries to) honor and shall cause, fulfill in all respects the Wax Surviving obligations of the Company to, indemnify and hold harmless each present the Company Subsidiaries under any and all (i) indemnification agreements between the Company or any of the Company Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement and any person who becomes a director and or officer of the Company determined as or any of the Wax Company Subsidiaries prior to the Effective Time in accordance with the terms of this Agreement (the “Indemnified Parties”) against and (ii) indemnification, expense advancement and exculpation provisions in any costs certificate of incorporation or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages bylaws or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent comparable organizational document of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, Subsidiaries in effect on the date of this Agreement to indemnify such Person Agreement. In addition, during the period commencing at the Effective Time and Holdco ending six (to the extent it would be permitted if Holdco were the Wax Surviving Company6) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, the Surviving Corporation and the Company Subsidiaries shall (and Parent shall cause the Surviving Corporation and the Company Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and the Company Subsidiaries to contain provisions no less favorable with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and exculpation advancement of present expenses provisions contained in the certificates of incorporation and former directors, officers, employees and agents bylaws (or other similar organizational documents) of the Company and its Subsidiaries than are presently set forth in the Company Charter Subsidiaries as of the date hereof, and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 during such six-year period, such provisions shall not be amendedrepealed, repealed amended or otherwise modified at in any time in a manner that would adversely affect adverse to the rights of such Indemnified Party Parties except as provided hereinrequired by applicable Legal Requirements.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Wax Effective Time, Holdco The Surviving Corporation shall, and Parent shall to the extent permitted by Law cause the Wax Surviving Company is permitted Corporation to by applicable Law, and shall cause, in any event permit the Wax Surviving Company Corporation to, indemnify indemnify, defend and hold harmless each (and Parent shall take no action to prevent the Surviving Corporation and its Subsidiaries from so indemnifying, defending and holding harmless) the present and former director directors and officer officers of the Company determined as of the Wax Effective Time and its Subsidiaries (the “Indemnified Parties”each, an "INDEMNIFIED PARTY") against any all costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing investigative, arising out of actions or omissions by them in their capacities as employees, agents, officers or directors of the Company or one of its Subsidiaries, or taken by them at the request of the Company or one of its Subsidiaries, occurring at or prior to the Wax Effective Time (including including, without limitation, the transactions contemplated by this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Wax Effective Time, in each case, whether asserted or claimed prior to, at or after the Wax Effective Time, Agreement) to the fullest extent permitted under Delaware Law, that the Company Charter or Company Bylaws the relevant Subsidiary is permitted to indemnify its directors and officers under the Laws of its jurisdiction of incorporation, and its articles of incorporation and bylaws (or comparable organizational or governing documents of a Company Subsidiary, documents) as in effect on the date of this Agreement to indemnify such Person and Holdco hereof (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company Corporation or the relevant Subsidiary shall also advance expenses of such Persons as incurred to the fullest extent permitted underunder applicable Law). Without limiting the foregoing, the Surviving Corporation shall honor all rights to indemnification and subject exculpation from liabilities for acts or omissions occurring at or prior to the limitations inEffective Time now existing in favor of current or former employees, applicable Lawagents, the Company Charter directors or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents officers of the Company and its Subsidiaries than are presently set forth as provided in their respective organizational documents and indemnification agreements or arrangements heretofore entered into by the Company Charter or any of its Subsidiaries in accordance with their terms. From and after the Effective Time, Parent shall cause employees, agents, directors or officers of the Company Bylaws. Any right or its Subsidiaries who become employees, agents, directors or officers of indemnification Parent or its Subsidiaries to be entitled to the same indemnity and exculpation rights and protections as are afforded to similarly situated employees, agents, directors and officers of an Indemnified Party pursuant Parent or its Subsidiaries, it being understood that executive officers and directors of the Company shall be deemed similarly situated to this Section 5.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights executive officers and directors of such Indemnified Party as provided hereinParent.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent and after the Wax Company agree that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the Effective Time, Holdco shall, to the extent the Wax Surviving Company is permitted to by applicable Law, and shall cause, the Wax Surviving Company to, indemnify and hold harmless each a present and or former director and or officer of the Company determined as of the Wax Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Wax Effective Time (including this Agreement and the Transactions)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiariesthe Company Subsidiaries (each, an “Indemnified Person”) as provided in the Company’s Constituent Documents, or is in the certificate or was serving at the request articles of incorporation, bylaws or similar documents of any of such subsidiaries, in effect as of the Company as a directordate hereof, officershall, employee or agent of another Person with respect to matters occurring prior to the Wax Effective Time, survive the Merger and continue in each case, whether asserted or claimed prior to, at or full force and effect after the Wax Effective Time. Until the sixth anniversary of the Effective Date, the certificate of incorporation and bylaws of the Surviving Corporation and the certificate or articles of incorporation, bylaws or similar documents of its subsidiaries shall, with respect to matters occurring prior to the fullest extent permitted under Delaware Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary, in effect on the date of this Agreement to indemnify such Person and Holdco (to the extent it would be permitted if Holdco were the Wax Surviving Company) and the Wax Surviving Company shall also advance expenses of such Persons as incurred to the fullest extent permitted under, and subject to the limitations in, applicable Law, the Company Charter or Company Bylaws or comparable organizational or governing documents of a Company Subsidiary. Holdco shall ensure that the organizational documents of the Wax Surviving Company shall, for a period of six years from and after the Wax Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries Indemnified Persons than are presently set forth in the Company Charter Company’s Constituent Documents or in the certificate or articles of incorporation, bylaws or similar documents of the Surviving Corporation’s subsidiaries in effect as of the date of execution of this Agreement, and Company Bylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 5.12 such provisions shall not be amended, repealed or otherwise modified at prior to the sixth anniversary of the Effective Time in any time in a manner that would materially adversely affect the rights thereunder, as of the Effective Time, of any Indemnified Person, with respect to matters occurring prior to the Effective Time. Parent and the Company further agree that all rights to indemnification or advancement of expenses now existing in favor of Indemnified Persons in any indemnification agreement between such person and the Company or any such subsidiary, as the case may be, or under the resolution approved by the Board of Directors on March 7, 2005 or under Law shall survive the Merger and continue in full force and effect in accordance with the terms of such Indemnified Party as provided hereinagreement or Law.