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

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Entity shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the fullest extent as (subject to applicable law) such individuals would be persons are indemnified as of the date of this Agreement under applicable Lawby Discover pursuant to the Discover Charter, the Company’s Organizational Documents Discover Bylaws, the governing or organizational documents of any Subsidiary of Discover and any indemnification agreements in effect existence as of the date hereof and disclosed in Section 6.7(a) of this Agreementthe Discover Disclosure Schedule, each present and former (determined as director, officer or employee of the Effective Time) director Discover and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “Discover Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of or otherwise related pertaining to the fact that such person is or was a director, officer or employee of Discover or any Proceeding, in connection with, arising out of or otherwise related its Subsidiaries and pertaining to matters or facts existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, any Person Discover Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Discover Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From To the fullest extent required or permitted by Law, (i) from and after the Offer Closing and through the Effective Time, Parent shall cause the Company, and (ii) from and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation to, indemnify and hold harmless harmless, and advance expenses as incurred to, in each case to the fullest extent as such individuals would be indemnified as of the date of this Agreement required or permitted under applicable Law, each present and former director or officer of the Company’s Organizational Documents and Company or any indemnification agreements in effect of its Subsidiaries, together with any Person listed on Schedule 7.10 who, as of the date of this Agreement, each present and former (determined as has been designated by the Board of Directors of the Effective TimeCompany as an “indemnitee” pursuant to Article 6th Section 2(a) director of the Company’s Articles of Incorporation (collectively, the “Indemnified Parties”) against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as a director, officer or representative of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served services performed by such Persons at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (i) the Offer, the Merger, the other transactions contemplated by this Agreement or and the Transactions, process and other events giving rise thereto and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such action, and Parent and the Surviving Company Corporation shall, and Parent shall also advance expenses as incurred to cause the fullest extent that Surviving Corporation to, cooperate with the Indemnified Party in the defense of any such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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 indemnificationaction.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company TD Banknorth shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director, officer and employee of Hxxxxx United or a Subsidiary of Hxxxxx United, as applicable, determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the fact that he or she is or was a director, officer or employee of Hxxxxx United or, while a director, officer or employee of Hxxxxx United, is or was serving at the request of Hxxxxx United as a director, officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise, including in connection with (i) without limitation matters related to the negotiation, execution and performance of this Agreement or any of the Transactionstransactions contemplated hereby, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that which such individual Indemnified Parties would have been be entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect Hxxxxx United Certificate as of the date hereof (which right to indemnification shall include the advancement of this Agreement; providedreasonable attorneys’ fees and expenses in advance of the final disposition of any claim, that action, suit, proceeding or investigation upon receipt from an Indemnified Party of 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 indemnificationrequired undertaking).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime for a period of six years, Parent and will cause the Surviving Company shall Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any and each other Person who prior to or at the Effective Time served who, at the request or for the benefit of the Company or any of its Subsidiaries Subsidiaries, is or was previously serving as a director or officer officer, or fiduciary (including an ERISA fiduciary) of another any other Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), from and against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company or the applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or by-laws or other governing documents in connection with (i) effect on the date of this Agreement or the Transactions, and to indemnify such Person (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final adjudication and nonappealable judicial determination that such Person is not entitled to indemnificationindemnification hereunder or thereunder) and provided further that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation, in each case to the extent a claim in connection therewith has been asserted prior to the sixth anniversary of the Effective Time, shall continue until the disposition or resolution of such matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From The Company shall, and from and after the Effective Time, the Parent and the Surviving Company shall indemnify Corporation shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of hereof or who becomes prior to the Effective Time) director and officer , an officer, director, employee or agent of the Company or any of its Subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party of or in connection with any Person who prior to threatened or at actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the Effective Time served at the request fact that such person is or was a director, officer, employee or agent of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related whether pertaining to any Proceeding, in connection with, arising out of or otherwise related to matters matter existing or occurring at or prior to the Effective Time, Time and whether asserted or claimed prior to, or at or after after, the Effective TimeTime ("Indemnified Liabilities"), including all Indemnified Liabilities based in connection with (i) whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the Transactionstransactions contemplated hereby, and in each case to the full extent a corporation is permitted under the DGCL to indemnify its own directors or officers as the case may be (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance Corporation, as the case may be, will pay expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.in

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Combined Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the CompanyVersum’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company Versum or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company Versum or any of its Subsidiaries as a director or officer of another Person in which the Company Versum or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Combined Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the CompanyVersum’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall agree that they will indemnify and hold harmless harmless, to the fullest extent as such individuals Parent, Merger Sub or the Company would be indemnified as of the date of this Agreement permitted to do so under applicable Law, the Company’s Law and their respective Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of Parent, Merger Sub and the Company or any and each of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmenttheir respective Subsidiaries, in each case, when acting in such capacity (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and or the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company, Parent or Merger Sub, as applicable, would have been entitled permitted to do so under applicable Law, the Company’s Law and its respective Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless TCPC shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company BCIC or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, Time (including any matters arising in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right ). In the event of any such Indemnified Liabilities, (i) TCPC shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) TCPC and the applicable Indemnified Parties shall cooperate in the defense of such matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Entity shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the fullest extent as (subject to applicable law) such individuals would be persons are indemnified as of the date of this Agreement under applicable Lawby CenterState pursuant to the CenterState Articles, the Company’s Organizational Documents CenterState Bylaws, the governing or organizational documents of any Subsidiary of CenterState and any indemnification agreements in effect existence as of the date hereof and disclosed in Section 6.7(a) of this Agreementthe CenterState Disclosure Schedule, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of CenterState and its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “CenterState Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to was a director or officer of CenterState or any Proceeding, in connection with, arising out of or otherwise related its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, any Person CenterState Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person CenterState Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals that the Company would be indemnified as of the date of this Agreement have been permitted under applicable Law, Law and the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present the Surviving Corporation shall (i) indemnify, defend and former (determined as of hold harmless the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), Parties against any reasonable and documented costs or expenses (including reasonable and documented attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect Indemnified Parties as of the date of this Agreementincurred; provided, provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the Chosen Courts that such Person is not entitled to indemnificationsuch advanced expenses; and provided further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement shall be made by independent legal counsel selected by the Surviving Corporation and acceptable to the Indemnified Party (such acceptance not to be unreasonably conditioned, withheld or delayed).

Indemnification; Directors’ and Officers’ Insurance. (a) From Each of Company Y and the Surviving Corporation agrees that, from and after the Effective Time, Parent and the Surviving Company shall it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person individual who prior to or at the Effective Time served is, or at any time prior to the request of the Company or any of its Subsidiaries as Effective Time was, a director or officer of another Person in which the Company T or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Parties’ service as a director or officer of Company T or otherwise related to matters existing its Subsidiaries or occurring services performed by such persons at the request of Company T or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent ; provided that such individual would have been entitled indemnification shall be subject to any limitation imposed from time to time under applicable Law. The Articles of Association will contain provisions with respect to rights to indemnification, advancement of expenses and limitations on, or exculpation from, liabilities, for acts or omissions that are at least as favorable to the Company’s Organizational Documents directors, officers or employees of Company T as those contained in the memorandum and any indemnification agreements articles of association of Company T as in effect as on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the date of this Agreement; providedIndemnified Parties, that any Person to whom expenses are advanced provides an undertaking to repay unless such advances if it modification is ultimately determined required by final adjudication that such Person is not entitled to indemnificationLaw.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent DSW and the Surviving Company shall indemnify and hold harmless Entity shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, the Company’s Organizational Documents jointly and severally indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any indemnification agreements in effect as of time prior to the date of this Agreement, each present and former (determined as of hereof or who becomes prior to the Effective Time) , an officer, director and officer or employee of the Company RVI or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “RVI Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments or amounts that are paid in settlement of or in connection withwith any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or otherwise related to was a director, officer or employee of RVI or any Proceeding, in connection with, arising out Subsidiary of or otherwise related to matters existing or occurring at or RVI prior to the Effective Time, whether asserted or claimed prior to, or at or after after, the Effective TimeTime (including matters, including acts or omissions occurring in connection with (i) the approval of this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred consummation of the transactions contemplated hereby) to the fullest same extent that such individual would persons are indemnified or have been entitled the right to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect advancement of expenses as of the date of this Agreement; providedAgreement by RVI pursuant to RVI’s Articles of Incorporation, that Code of Regulations and indemnification agreements, in existence on the date hereof with 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 indemnificationpresent or former directors, officers or employees of RVI and its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective Time, Parent and Purchaser agrees that it will cause the Surviving Company shall Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director and officer of the Company, determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “"Indemnified ----------- Parties”"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), ------- judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, "Costs") ----- incurred in connection withwith any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or to the Transactions, and (ii) actions fullest extent that the Company is permitted to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent do so under Delaware law and the Surviving Company Certificate or Company By-Laws in effect on the date hereof (and Purchaser shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, law provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification); provided that any determination required to be made with respect to whether an -------- officer's or director's conduct complies with the standards set forth under Delaware law and the Company Certificate and Company By-Laws shall be made by independent counsel selected by the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has (each, an equity investment“Indemnified Party” and, in each casecollectively, when acting in such capacity (the “Indemnified Parties”), ) against any all costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including, without limitation, the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under the CGCL and the Company Articles and the Company Bylaws in connection with effect on the date hereof to indemnify such Person (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any the 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); provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under the CGCL and the Company Articles and the Company Bylaws shall be made by independent counsel selected by Parent. Further, Parent shall assume, perform and observe the obligations of the Company under any agreements in effect as of the date of this Agreement to indemnify those Persons who are or have at any time been directors and officers of the Company for their acts and omissions occurring prior to the Closing Date in their capacity as officers or directors.

Indemnification; Directors’ and Officers’ Insurance. (a) From Each of Company Y and the Surviving Corporation agrees that, from and after the Effective Time, Parent and the Surviving Company shall it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person individual who prior to or at the Effective Time served is, or at any time prior to the request of the Company or any of its Subsidiaries as Effective Time was, a director or officer of another Person in which the Company T or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “"Indemnified Parties”), ") against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Parties' service as a director or officer of Company T or otherwise related to matters existing its Subsidiaries or occurring services performed by such persons at the request of Company T or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent ; provided that such individual would have been entitled indemnification shall be subject to any limitation imposed from time to time under applicable Law. The Articles of Association will contain provisions with respect to rights to indemnification, advancement of expenses and limitations on, or exculpation from, liabilities, for acts or omissions that are at least as favorable to the Company’s Organizational Documents directors, officers or employees of Company T as those contained in the memorandum and any indemnification agreements articles of association of Company T as in effect as on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the date of this Agreement; providedIndemnified Parties, that any Person to whom expenses are advanced provides an undertaking to repay unless such advances if it modification is ultimately determined required by final adjudication that such Person is not entitled to indemnificationLaw.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Acceleration Time, Parent and the Surviving Company shall Corporation agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance thereto expenses as such individuals would be indemnified as of incurred to the date of this Agreement fullest extent permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement), each present and former (determined as of the Effective Time) director and officer of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Parties’ service as a director or officer of the Company or otherwise related to matters existing its Subsidiaries or occurring services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Offer Closing or the Effective Time, including if such Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interest of the Company or any of its Subsidiaries, as applicable, and, with respect to any criminal action or proceeding, such Indemnified Party had no reasonable cause to believe such Indemnified Party’s conduct was unlawful, including, for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as such individuals would be indemnified as of incurred to the date of this Agreement fullest extent permitted under applicable Law, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this AgreementPerson to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former (determined as of the Effective Time) director director, officer and officer employee of the Company or any of and its Subsidiaries or any Person and each individual who prior to or at the Effective Time served was serving at the request of the Company or any of its Subsidiaries as a director director, officer, employee, member, trustee or officer fiduciary of another Person in which the Company any other corporation, partnership or any of its Subsidiaries has an equity investmentjoint venture, in each casetrust, when acting in such capacity employee benefit plan or other enterprise (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding(x) their service as such or (y) services performed by such Indemnified Parties at the request of the Company or its Subsidiaries, in connection with, arising out of or otherwise related to matters existing or occurring each case at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Merger and any other transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision Section 6.11 or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the fullest extent as (subject to applicable law) such individuals would be persons are indemnified or entitled to such advancement of expenses as of the date of this Agreement under applicable Lawby First Midwest pursuant to the First Midwest Certificate, First Midwest Bylaws, the Company’s Organizational Documents and governing or organizational documents of any Subsidiary of First Midwest, any indemnification agreements in effect existence as of the date of this Agreementhereof that have been disclosed to Old National or the DGCL, each present and former (determined as director, officer or employee of the Effective Time) director First Midwest and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “First Midwest Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claimsdamages, damages or liabilities and other amounts incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to was a director, officer or employee of First Midwest or any Proceeding, in connection with, arising out of or otherwise related its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that any Person in the case of advancement of expenses, the First Midwest Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person First Midwest Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall Corporation agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director and/or officer of the Company, determined as of the Effective Time) Time (the "Indemnified Parties"), that is made a party or threatened to be made a party to any threatened, pending or completed, action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a director and or officer of the Company or any subsidiary of its Subsidiaries or any Person who the Company prior to or at the Effective Time served at the request and arising out of actions or omissions of the Company or Indemnified Party in any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity occurring at or prior to the Effective Time (the “Indemnified Parties”), a "Claim") against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiriesfines, finesamounts paid in settlement pursuant to Section 7.7(b), losses, claims, damages or liabilities (collectively, "Costs") reasonably incurred in connection with, arising out of or otherwise related to with any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective TimeClaim, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company would have been entitled permitted under Texas law. The Surviving Corporation shall also advance expenses (including attorneys' fees), as incurred by the Indemnified Party to the fullest extent permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced law provided such Indemnified Party provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless harmless, to the fullest extent provided for under the Company Charter and Company bylaws as such individuals would be indemnified as of in effect on the date of this Agreement hereof (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent provided for under applicable Law, the Company’s Organizational Documents Company Charter and any indemnification agreements Company bylaws as in effect as of on the date hereof; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is finally determined by a court of this Agreementcompetent jurisdiction that such Person is not entitled to indemnification), each present Person who was entitled to such indemnification and former (determined as of the Effective Time) director and officer of advancement from the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) immediately prior to the date hereof (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceedingsuch Indemnified Parties’ service as a director, in connection with, arising out officer or employee of the Company or otherwise related to matters existing its Subsidiaries or occurring services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Merger and the other transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision Section 6.9 or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime until the sixth (6th) anniversary thereof, Parent and the Surviving Company Corporation shall and Parent shall cause the Surviving Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, with any Proceeding to the extent arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Party’s service as a director or officer of or otherwise related to matters existing or occurring the Company at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under the DGCL and the Company’s certificate of incorporation or bylaws in connection with effect on the date hereof to indemnify such Person (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law and the Company’s Organizational Documents and any indemnification agreements certificate of incorporation or bylaws in effect as of on the date of this Agreementhereof; provided, provided that any the 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). Without limiting the foregoing, from and after the Effective Time until the sixth (6th) anniversary thereof, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause, to the fullest extent permitted under applicable Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnified Parties with respect to the limitations of liabilities of directors and executive officers, advancement of expenses and indemnification than are set forth in the certificate of incorporation and the bylaws of the Company as in effect as of the date of this Agreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify Corporation and hold harmless Parent shall, to the fullest extent as such individuals that the Company would be indemnified as of the date of this Agreement have been permitted to under applicable LawLaw and its certificate of incorporation, the Company’s Organizational Documents and any by-laws, or indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentagreements, in each casecase as in effect on the date hereof, when acting in such capacity indemnify and hold harmless, (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law and contemplated by the Company Charter, Company By-Laws, and indemnification agreements as in effect on the date hereof). Without limiting the preceding sentence, Parent shall also, to the fullest extent that such individual would have been entitled Parent is permitted to under applicable Law, indemnify and hold harmless (and Parent shall also advance expenses as incurred to the Company’s Organizational Documents and any indemnification agreements fullest extent permitted under applicable law), except for matters arising out of FCPA Matters; provided that, in effect as the cases of the date of this Agreement; providedtwo preceding sentences, that any the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately finally determined by final adjudication a court of competent jurisdiction that such Person is not entitled to indemnificationindemnification as described in applicable indemnification agreements), each person who was a director or officer of the Company and its Subsidiaries (in each case, when acting in such capacity) prior to the Effective Time (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, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including the Transactions, whether asserted or claimed prior to, at or after the Effective Time.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that from and after the Effective Time, Parent and the Surviving Company shall comply with all of the Company’s obligations, and shall cause its Subsidiaries to comply their respective obligations to, indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable LawEffective Time was, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) a director and or officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any actual or threatened Proceeding, whether civil, criminal, administrative or investigative, arising out of or otherwise related to (i) any Proceeding, in connection with, arising out of actions or otherwise related omissions occurring or alleged to matters existing or occurring at or occur prior to or at the Effective Time, whether asserted Time in such Indemnified Party’s capacity as a director or claimed prior to, at officer of the Company or after the Effective Timeany of its Subsidiaries, including in connection with (i) the Merger, this Agreement or any of the Transactions, and transactions contemplated hereby or (ii) any actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent Party to the fullest extent permitted by applicable Law (and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law). The memorandum and articles of association of the Surviving Company will contain provisions with respect to exculpation and indemnification that are at least as favorable to the directors, officers or employees of the Company’s Organizational Documents Company as those contained in the Memorandum and any indemnification agreements Articles as in effect as on the date hereof, except to the extent prohibited by applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of the date of this Agreement; providedIndemnified Parties, that any Person to whom expenses are advanced provides an undertaking to repay unless such advances if it modification is ultimately determined required by final adjudication that such Person is not entitled to indemnificationapplicable Law.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company Corporation shall indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable permitted by Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and director, officer or employee of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting for actions taken in such capacity capacity) (collectively, the “Company Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to was a director, officer or employee of the Company or any Proceeding, in connection with, arising out of or otherwise related its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior toincluding the transactions contemplated by this Agreement, at or after to the Effective Time, including in connection with (i) fullest extent such persons are entitled to be indemnified as of the date of this Agreement by the Company pursuant to the Company Certificate, the Company Bylaws or the Transactions, and (ii) actions to enforce this provision governing or any other indemnification or advancement right organizational documents of any Indemnified Party, and Subsidiary of the Company applicable to such person. Each of Parent and the Surviving Company Corporation shall also advance expenses as incurred by such Company Indemnified Party to the fullest extent that such individual would have been persons are entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect advancement of expenses as of the date of this AgreementAgreement by the Company pursuant to the Company Certificate, the Company Bylaws or the governing or organizational documents of any Subsidiary of the Company; providedprovided that, that any Person if requested by Parent, the Company Indemnified Party to whom expenses are advanced provides an undertaking (in reasonable and customary form) to repay such advances if it is ultimately determined in a final determination or by final adjudication a court of competent jurisdiction that such Person Company Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after In the Effective Timeevent of any threatened or actual Action, Parent and the Surviving Company shall indemnify and hold harmless whether civil, criminal or administrative, in which any individual who is now, or has been at any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of or who becomes prior to the Effective Time) , a director and or officer of the Company or any of its Subsidiaries or any Person who prior to is or at the Effective Time served was serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any costs of its Subsidiaries, (ii) all acts or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages omissions by him taken at the request of the Company or liabilities incurred in connection with, arising out any of or otherwise related to its Subsidiaries at any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or time prior to the Effective Time, or (iii) this Agreement or any of the transactions contemplated by this Agreement, whether asserted or claimed prior to, at arising before or after the Effective Time, including in connection with (i) this Agreement or the TransactionsParties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Parent shall indemnify and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Partyhold harmless, as and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, the Company’s Organizational Documents certificate of incorporation and bylaws and any indemnification agreements agreement set forth in effect as Section 6.7(a) of the date Company Disclosure Letter, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses incurred in advance of this Agreement; providedthe final disposition of any such Action upon receipt of any undertaking required by applicable Law), that judgments, fines and amounts paid in settlement in connection with 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 indemnificationthreatened or actual Action.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company Corporation shall (i) indemnify and hold harmless each individual who at the Effective Time is, or any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable LawEffective Time was, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementa director, each present and former (determined as of the Effective Time) director and officer or employee of the Company or any of its Subsidiaries (the “Indemnitees”) in respect of all claims, liabilities, losses, damages, judgments, fines, penalties costs and expenses (including legal expenses) in connection with any claim, suit, action, proceeding or investigation, whenever asserted, based on or arising out of the fact that Indemnitee was an officer, director or employee of the Company or any Person who prior to Subsidiary or at the Effective Time served acts or omissions by Indemnitee in such capacity or taken at the request of the Company or any Subsidiary, at or any time prior to the Effective Time (including any claim, suit, action, proceeding or investigation relating to the transactions contemplated hereby), to the fullest extent permitted by Law and (ii) assume all obligations of the Company and its Subsidiaries as a director to Indemnitees in respect of indemnification and exculpation from liabilities for acts or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime as provided in the Company’s Charter Documents and the organizational documents of the Company’s Subsidiaries. In addition, whether asserted or claimed prior toParent, at or from and after the Effective Time, including in connection with (i) this Agreement or the Transactionsshall, and shall cause Surviving Corporation to, advance any expenses (iiincluding legal expenses) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses Indemnitee under this Section 5.10 as incurred to the fullest extent that such individual would have been entitled to under applicable permitted by Applicable Law, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person Indemnitee to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately shall be determined by final adjudication that such Person Indemnitee is not entitled to indemnificationbe indemnified pursuant to this Section 5.10.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Buyer (the Surviving Company “Indemnifying Party”) shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementharmless, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of and its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”)) and any person who becomes an Indemnified Party between the date of this Agreement and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to the fact that he or she was a director or officer of Company or any of its Subsidiaries or is or was serving at the request of Company or any of its Subsidiaries as a director, officer, employee, trustee or other agent of any other organization or in any capacity with respect to any employee benefit plan of Company, including without limitation any matters arising in connection with (i) or related to the negotiation, execution, and performance of this Agreement or any of the Transactionstransactions it contemplates, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest full extent that to which such individual Indemnified Parties would have been be entitled to have the right to be indemnified under applicable Law, the Company’s Organizational Documents Articles of Incorporation and any indemnification agreements Bylaws of Company as in effect as of on the date of this Agreement; providedAgreement as though such Articles of Incorporation and Bylaws continue to remain in effect after the Effective Time and as permitted by applicable Law. Buyer shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent as would have been permitted by Company under the Company’s Articles of Incorporation, that any Person to whom expenses are advanced provides upon receipt of an undertaking to repay such advances advance payments if it is ultimately such officer, director or employee shall be adjudicated or determined by final adjudication that such Person is to be not entitled to indemnificationindemnification in accordance with the Company’s Articles of Incorporation. Buyer’s obligations under this Section 5.10(a) shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim; and provided further, that Buyer’s obligations as successor in interest to the Company shall continue as required under the Articles of Incorporation and Bylaws of the Company.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall agrees that it will indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, provided pursuant to the Company’s Organizational Documents and any indemnification agreements in effect articles of incorporation as of the date of this Agreement, each present and former (determined as of the Effective Time) director director, officer and officer employee of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceedingsuch Indemnified Parties’ service as a director, in connection with, arising out officer or employee of the Company or otherwise related to matters existing its Subsidiaries or occurring services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, 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 person is not entitled to indemnification. Parent shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such party believed to be in or not opposed to the best interests of the Company.

Indemnification; Directors’ and Officers’ Insurance. (a) From To the fullest extent required or permitted by Law, (i) from and after the Offer Closing and through the Effective Time, Parent will cause the Company and (ii) from and after the Effective Time, Parent and will cause the Surviving Company shall Corporation to indemnify and hold harmless to the fullest extent harmless, and advance expenses as such individuals would be indemnified as incurred to, each present and former director or officer of the date Company or any of this Agreement under applicable Lawits Subsidiaries, together with any Person listed on Section 6.8 of the Company’s Organizational Documents and any indemnification agreements in effect Company Disclosure Schedule who, as of the date of this Agreement, each present and former (determined as is entitled to be indemnified under the Certificate of Incorporation or Bylaws of the Effective TimeCompany (collectively, the “Indemnified Parties”) director against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or representative of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served services performed by such Persons at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (ix) the Offer, the Merger, the other transactions contemplated by this Agreement or and the Transactions, process and other events giving rise thereto and (iiy) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such action, and Parent and the Surviving Company shall also advance expenses as incurred to Corporation will, and Parent will cause the fullest extent that Surviving Corporation to, cooperate with the Indemnified Party in the defense of any such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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 indemnificationaction.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime until the sixth (6th) anniversary thereof, Parent and the Surviving Company Corporation shall and Parent shall cause the Surviving Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, with any Proceeding to the extent arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Party’s service as a director or officer of or otherwise related to matters existing or occurring the Company at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under the DGCL and its certificate of incorporation or bylaws in connection with effect on the date hereof to indemnify such Person (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law and the Company’s Organizational Documents and any indemnification agreements certificate of incorporation or bylaws in effect as of on the date of this Agreementhereof; provided, provided that any the 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). Without limiting the foregoing, from and after the Effective Time until the sixth (6th) anniversary thereof, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause, to the fullest extent permitted under applicable Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnified Parties with respect to the limitations of liabilities of directors and officers, advancement of expenses and indemnification than are set forth in the certificate of incorporation and the bylaws of the Company as in effect as of the date of this Agreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting any additional rights that any present or former manager, director, officer, trustee, agent, or fiduciary may have under any indemnification agreement or under the Company Charter, the Company Bylaws, Parent Declaration of Trust or Parent Bylaws or, if applicable, comparable Organizational Documents of any Company Subsidiary or Parent Subsidiary, from and after the Effective TimeTime until the sixth (6th) anniversary of the Closing Date, Parent and the Surviving Company shall Entity shall: (i) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of each person who is at the date of this Agreement under applicable Lawhereof, was previously, or during the Company’s Organizational Documents and any indemnification agreements in effect as of period from the date of this Agreement, each present and former (determined as hereof through the date of the Effective Time) director , serving as a manager, director, officer, trustee, member or fiduciary, in each case to the extent such persons are otherwise entitled to indemnification pursuant to the terms of the Organizational Documents of Company and officer the Company Subsidiaries as in effect on the date hereof, of Company, or any of the Company Subsidiaries or Parent or any of its the Parent Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when and acting in such capacity (collectively, the “Indemnified Parties”)) to the fullest extent authorized or permitted by applicable Law as now or hereafter in effect, against in connection with any costs or expenses (including reasonable attorneys’ fees, costs Claim and expenses), judgments, inquiries, fines, any losses, claims, damages damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including payable in connection with (ior in respect of any thereof) this Agreement relating to or the Transactions, resulting from such Claim; and (ii) actions promptly pay on behalf of or advance to enforce this provision or any other indemnification each of the Indemnified Parties, in each case to the extent such persons are otherwise entitled to payment or advancement right of expenses pursuant to the terms of the Organizational Documents of Company and the Company Subsidiaries as in effect on the date hereof, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified PartyParty in connection with enforcing any rights with respect to such indemnification and/or advancement, and Parent in each case without the requirement of any bond or other security, but subject to (A) Parent’s and the Surviving Company shall also advance expenses as incurred Entity’s receipt of an undertaking by or on behalf of such Indemnified Party to the fullest extent repay such Claim Expenses if it is determined by a court of competent jurisdiction in a final, nonappealable judgment that such individual would have been Indemnified Party is not entitled to under applicable Law, be indemnified and (B) a good faith affirmation by such Indemnified Party of such Indemnified Party’s compliance with the Company’s Organizational Documents and any indemnification agreements in effect as standard of the date of this Agreementconduct required herein; provided, that neither Parent nor the Surviving Entity shall be liable for any Person amounts paid in settlement effected without its prior written consent, as applicable, and shall not be obligated 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.pay the fees and

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Buyer (the Surviving Company “Indemnifying Party”) shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director and officer of Company, as applicable, determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including based in whole or in part, or arising in whole or in part out of, or pertaining to (i) the fact that he or she was a director or officer of Company or is or was serving at the request of Company, any of its Subsidiaries or any of their respective predecessors, as a director, officer, employee, trustee or other agent of any other organization or in any capacity with respect to any employee benefit plan of Company, or (ii) any matters arising in connection with (i) or related to the negotiation, execution and performance of this Agreement or the TransactionsAgreement, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Partythe transactions contemplated hereby, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that to which such individual Indemnified Parties would have been be entitled to be indemnified or have the right to advancement of expenses under applicable Law, the Company’s Organizational Documents Articles of Organization and any indemnification agreements Bylaws of Company as in effect as of on the date of this AgreementAgreement as though such Articles of Organization and Bylaws continue to remain in effect after the Effective Time and as permitted by applicable Law. Buyer’s obligations under this Section 5.10(a) shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Person to whom expenses are advanced provides an undertaking to repay claim asserted or made within such advances if it is ultimately determined by period shall continue until the final adjudication that disposition of such Person is not entitled to indemnificationclaim.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall Acquiror agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at Subsidiaries, determined as of the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “"Indemnified Parties”"), against any and all costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective TimeTime or arising out of any conduct of Acquiror or any of its Affiliates that imposes, results in or gives rise to an "unfair burden" on any Registered Funds for purposes of Section 15(f) of the Investment Company Act, whether asserted or claimed prior to, at or after the Effective TimeTime (including with respect to the transactions contemplated by this Agreement), including to the fullest extent that the Company or such Subsidiary would have been permitted under the law of its jurisdiction of incorporation and its Constitutive Documents in connection with effect on the date hereof to indemnify such person (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Acquiror shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, law provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person person to whom expenses are advanced provides an and undertaking to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification); provided that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under Delaware law and the Company's Constitutive Documents shall be made by independent counsel selected by the Surviving Corporation and reasonably acceptable to such officer or director.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company King shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the CompanyCrown’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company Crown or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company Crown or any of its Subsidiaries as a director or officer of another Person in which the Company Crown or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company King shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the CompanyCrown’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation to, indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, (when acting in such capacity capacity) determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) to the fullest extent that the Company would have been obligated to indemnify such Indemnified Parties at the date of this Agreement under its certificate of incorporation or by-laws in effect on the date of this Agreement. Parent hereby assumes, and shall cause the Surviving Corporation to assume, all obligations of the Company to indemnify the Indemnified Parties for acts or omissions occurring at or prior to the Effective Time as provided in the respective certificate of incorporation or by-laws (or comparable organizational documents) of the Company or any of its Subsidiaries as now in effect, and any indemnification agreements or arrangements of the Company or any of its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnified Parties, unless such modification is required by Law. Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that required under such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements instruments as in effect as of on the date of this Agreement; provided, provided that any the 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the fullest extent as such individuals would be indemnified permitted by applicable law, the Umpqua Articles, Umpqua Bylaws, the governing or organizational documents of any Subsidiary of Umpqua or any indemnification agreements in existence as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementhereof, each present and former director, officer or employee of Umpqua and its Subsidiaries (determined as of in each case, when acting in such capacity) (collectively, the “Umpqua Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time) director and , arising out of or pertaining to the fact that such person is or was a director, officer or employee of the Company Umpqua or any of its Subsidiaries or any Person who prior to is or at the Effective Time served was serving at the request of the Company Umpqua or any of its Subsidiaries as a director or officer of another Person in which the Company person and pertaining to matters, acts or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters omissions existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that any Person in the case of advancement of expenses, the Umpqua Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Umpqua Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six years after the Effective TimeTime (unless otherwise required by applicable Law), the charter and bylaws of the Surviving Entity and its Subsidiaries shall contain provisions no less favorable with respect to the exculpation of, indemnification of and advancement of expenses to directors, officers, employees and agents than those set forth in the Company Charter or Company Bylaws (or equivalent organizational documents) of the Company (or the relevant Subsidiary) as in effect on the date hereof; provided, however, that if any claim or claims are asserted against any individual entitled to the protections of such provisions within such six-year period, such provisions shall not be modified until the final disposition of any such claims. Parent and the Surviving Company shall Entity shall, jointly and severally, exculpate, indemnify and hold harmless harmless, to the fullest extent provided in the Company Charter or Company Bylaws or the organizational documents of any Subsidiary, as such individuals would be indemnified applicable, any indemnification agreement or under any applicable Laws, in each case, as of in effect on the date of this Agreement (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement), each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has (each, an equity investment, in each case, when acting in such capacity (the “Indemnified PartiesPerson”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, obligations, damages or liabilities incurred in connection withwith any claim, arising out of action, suit, proceeding or otherwise related to any Proceedinginvestigation, whether civil, criminal, administrative or investigative (formal or informal), in connection with, arising out and to the extent of their capacities as such and not as stockholders and/or optionholders of the Company or otherwise related its Subsidiaries (including rights relating to matters existing advancement of expenses and indemnification rights to which such persons are entitled because they are serving as a director or occurring officer of another entity at the request of the Company or any of its Subsidiaries) at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, however, that any determination required to be made with respect to whether an Indemnified Person’s conduct complies with the standards set forth under the applicable Law, the Company Charter or Company Bylaws or the organizational documents of any Subsidiary, as applicable, or any such agreement, as the case may be, shall be made by independent legal counsel jointly selected by such Indemnified Person and Parent; provided, further, that (i) nothing in this Section 8.9 shall impair any rights of any Indemnified Person and (ii) neither the Surviving Entity nor Parent shall be liable for any settlement effected without the prior written consent of the Surviving Entity (which consent shall not be unreasonably withheld, delayed or conditioned). Without limiting the generality of the preceding sentence, if any Indemnified Person becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by this Section 8.9 after the Effective Time, Parent shall, or shall cause the Company to, to whom the fullest extent permitted by Law, promptly advance to such Indemnified Person his or her legal or other expenses are advanced provides (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to repay such advances if it is ultimately determined by final adjudication reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and shall cause the Surviving Company shall to, indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any determined as of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (a “Proceeding”) (including this Agreement and the transactions and actions contemplated hereby)), arising out of acts or otherwise related omissions occurring or alleged to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring have occurred at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)) in connection with such Indemnified Party serving as a director or officer of the Company, or, while a director or officer of the Company, is or was serving at the specific request of the Company as a director, officer, employee or agent of another Person, in each case, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company would have been entitled required to under applicable Delaware Law, the Company’s Organizational Documents and any applicable written indemnification agreements agreement to which such Person is a party in effect as of the date of this Agreement (a “Company Indemnification Agreement”) (any such Company Indemnification Agreement having been provided to Parent), or the Company Charter or Company Bylaws in effect on the date of this Agreement to indemnify such Person. The Surviving Company shall also advance reasonable and documented legal expenses as incurred by Indemnified Parties in defending any proceeding to the same extent as such Indemnified Parties are entitled to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company Charter, Company Bylaws in effect on the date of this Agreement or any Company Indemnification Agreement to which such Person is a party; provided, provided that any the Person to whom expenses are advanced provides an shall provide a written undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers 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 for a period of six (6) years from and after the Effective Time that would adversely affect the rights of such Indemnified Party as provided herein.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Laweach person who is now, the Company’s Organizational Documents and or who has been at any indemnification agreements in effect as of time before the date of this Agreement, each present and former (determined as of or who becomes before the Effective Time) , a director and or officer of the Company or any of its Subsidiaries (each, a “Company Indemnified Party”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any Person who prior claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative (each, a “Claim”), in which a Company Indemnified Party is, or is threatened to be made, a party or at witness or arising out of the Effective Time served at the request fact that such person is or was a director or officer of the Company or any of its Subsidiaries as a director if such Claim pertains to any matter of fact arising, existing or officer of another Person in which occurring at or before the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity Effective Time (including the “Indemnified Parties”Merger and the other Transactions), against any costs regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent permitted by applicable Law. The Surviving Corporation shall pay reasonable expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred ) in connection with, arising out advance of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right final disposition of any such proceeding to each Company Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred Party to the fullest extent that such individual would have been entitled to under permitted by applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as state or federal Law upon receipt of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances advance payments if it is ultimately determined by final adjudication that such Person is he or she shall be adjudicated to be not entitled to indemnificationindemnification under this Section 6.7(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall Corporation shall: (i) indemnify and hold harmless to the fullest extent each individual who served as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) a director and or officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served (collectively, the “Indemnified Parties”) to the extent provided for under the terms and conditions of the Company Certificate of Incorporation or the Company Bylaws (each as in effect as of the date hereof), in connection with any Claim (as defined below) and any judgments, damages, losses, claims, liabilities, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, damages, losses, claims, liabilities, fines, penalties or amounts paid in settlement) resulting therefrom. The indemnification obligations of the Surviving Corporation pursuant to this Section 5.6(a) shall extend to acts or omissions occurring at or before the request Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification conferred hereunder shall continue as to an individual who has ceased to be a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and shall inure to the benefit of such individual’s heirs, executors and personal and legal representatives. As used in this Section 5.6(a), the term “Claim” means any threatened, asserted, pending or completed claim, action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company, any Governmental Authority or any other party, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to matters that relate to such Indemnified Party’s duties or service as a director director, officer, trustee, employee, agent, or officer fiduciary of another the Company, any of its Subsidiaries, any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time and any other Person in which at the request the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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 indemnificationSubsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any and each other Person who prior to or at the Effective Time served who, at the request or for the benefit of the Company or any of its Subsidiaries Subsidiaries, is or was previously serving as a director or officer or fiduciary of another any other Person in which or any benefit plan of the Company or any benefit plan of its any of the Subsidiaries has an equity investment, of the Company (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), from and against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company or the applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or bylaws or other governing documents in connection with (i) effect on the date of this Agreement or the Transactions, and to indemnify such Person (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final adjudication and nonappealable judicial determination that such Person is not entitled to indemnificationindemnification hereunder or thereunder).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless GBDC shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company GCIC or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions GBDC shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) GBDC and the applicable Indemnified Parties shall cooperate in the defense of such matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall, and Parent shall indemnify cause the Surviving Corporation to, indemnify, defend and hold harmless all individuals who on or before the Effective Time were directors or officers of the Company (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) to the fullest extent as such individuals would be indemnified as of permitted under the date of this Agreement under applicable LawDGCL, the Company’s Organizational Documents against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any indemnification agreements actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in effect as of the date of this Agreement, each present and former connection with (determined as of i) any acts or omissions occurring or alleged to occur prior to the Effective Time) director and officer Time in their capacities as officers or directors of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served taken by them at the request of the Company or any of its Subsidiaries (including, without limitation, acts or omissions in connection with such persons serving as a an officer, director or officer other fiduciary in any entity if such service was at the request or for the benefit of another Person in which the Company or any of its Subsidiaries has an equity investmentSubsidiaries) or (ii) the adoption and approval of this Agreement, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs Merger or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages the other transactions contemplated by this Agreement or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior pertaining to the Effective Time, whether asserted or claimed prior to, at or after transactions contemplated by this Agreement. In the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right event of any Indemnified Partysuch claim, action, suit, proceeding or investigation, the Surviving Corporation shall, and Parent and shall cause the Surviving Company shall also Corporation to, advance expenses as reasonably incurred to in the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementdefense thereof; provided, provided that any Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL, to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. Without limiting the foregoing, Parent and the Surviving Corporation shall cause the certificate of incorporation and By-Laws of the Surviving Corporation to include for a period of six (6) years, at a minimum, the indemnification and exculpation provisions of the certificate of incorporation and By-Laws of the Company as in effect at the Effective Time and shall cause such provisions not to be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Person who was entitled to rights thereunder as of the Effective Time. In addition, Parent and Surviving Corporation agree that the indemnification and advancement obligations of the Company or any Subsidiary as set forth in indemnification agreements to which it is a party shall be continuing obligations of the Surviving Corporation or such Subsidiary, as applicable, and shall not be amended, repealed or otherwise modified after the Effective Time, except as permitted by the terms and provisions of those agreements.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent will, and will cause the Surviving Company shall Corporation to, indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (the “Indemnified PartiesPersons”), determined as of the Effective Time, against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred by such Indemnified Person in connection withwith any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective TimeTime (including in connection with the approval of this Agreement, the Merger and the other transactions contemplated hereby or arising out of or pertaining to such transactions), whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been authorized to indemnify such Indemnified Persons under its articles of incorporation or bylaws in connection with (i) effect on the date of this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and will or will cause the Surviving Company shall also Corporation to advance expenses as incurred to the fullest extent that such individual would have been entitled to authorized under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any the Indemnified Person to whom expenses are advanced provides an the undertaking required by applicable Law to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent Purchaser shall, and shall cause the Surviving Company shall indemnify and hold harmless to, to the fullest extent as such individuals would be indemnified as of permitted by applicable law (including to the fullest extent authorized or permitted by any amendments to applicable law adopted after the date of this Agreement under that increase the extent to which a corporation may indemnify its officers and directors), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by applicable Lawlaw, provided, the Company’s Organizational Documents person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any indemnification agreements in effect as of the date of this Agreementcollateral) to repay such advances, if it is ultimately determined that such person is not entitled to indemnification) each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries subsidiaries (collectively the “Indemnified Parties”) from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any Person who actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur prior to or at the Effective Time served at the request in their capacities as officers and directors of the Company or any of its Subsidiaries as a director subsidiaries, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior pertaining to the Effective TimeMerger and the other transactions contemplated hereby, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company Company, (when acting in such capacity or any of its Subsidiaries or any Person who prior to or at the Effective Time served when serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which a Subsidiary or a fiduciary of a Compensation and Benefits Plan) determined as of the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity Effective Time (the “"Indemnified Parties”"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection withwith any claim, arising out of action, suit, proceeding or otherwise related to any Proceedinginvestigation, in connection withwhether civil, arising out of criminal, administrative or otherwise related to investigative, resulting from matters existing or occurring at or prior to the Effective TimeTime (including, without limitation, any claim, action, suit, proceeding or investigation resulting from the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under Delaware law and its certificate of incorporation or by-laws in connection with effect on the date hereof to indemnify such Person (i) this Agreement and Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Lawlaw, provided, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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), and provided, further, that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under Delaware law and the Company's certificate of incorporation and by-laws shall be made by independent counsel selected by the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after To the fullest extent required or permitted by Law, for a period of six years following the Effective Time, Parent will, and will cause the Surviving Company shall to, indemnify and hold harmless harmless, and advance expenses as incurred to, in each case to the fullest extent as such individuals would be indemnified as of the date of this Agreement required or permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present current and former (determined as of the Effective Time) director and or officer of the Company or any of its Subsidiaries who, as of the date of this Agreement, is entitled to be indemnified under the Company Charter or any Person who Company Bylaws as in effect immediately prior to or at the Effective Time served (collectively, the “Indemnified Parties”) against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or representative of the Company or any of its Subsidiaries or services performed by such Persons at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (ix) the Merger, the other transactions contemplated by this Agreement or and the Transactionsprocess and other events giving rise thereto, and (iiy) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such action, and Parent and the Surviving Company shall also advance expenses as incurred to will, and Parent will cause the fullest extent that Surviving Company to, cooperate with the Indemnified Party in the defense of any such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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 indemnificationaction.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, Law and the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present Parent shall cause (including by providing all necessary funding) the Surviving Corporation to (i) indemnify, defend and former (determined as of hold harmless the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), Parties against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of the fact that he or -67- she is or was a director or officer of the Company or any of its Subsidiaries, including in connection with (iA) the transactions contemplated by this Agreement or the Transactions, and (iiB) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also (ii) advance reasonable documented out-of- pocket expenses as incurred to the fullest extent that in connection therewith (upon receipt from such individual would have been entitled to under applicable LawIndemnified Party of a request therefor, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementaccompanied by invoices or other relevant documentation); provided, provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the Chosen Courts that such Person is not entitled to indemnificationsuch advanced expenses; provided, further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement shall be made by independent legal counsel selected by the Surviving Corporation and acceptable to the Indemnified Party (such acceptance not to be unreasonably conditioned, withheld or delayed).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation, jointly and severally, (i) shall indemnify indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of hereof or who becomes prior to the Effective Time) , an officer, director and officer or employee of the Company or any of its Subsidiaries past or present Subsidiaries, including, without limitation, AHA, InstiPro Group, Inc. and InstiPro, Inc. (the "Indemnified Parties") against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any Person who prior to claim, action, suit, proceeding or at the Effective Time served at the request investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentSubsidiaries, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related whether pertaining to any Proceeding, in connection with, arising out of or otherwise related to matters matter existing or occurring at or prior to the Effective Time, Time and whether asserted or claimed prior to, or at or after the Effective TimeTime ("Indemnified Liabilities"), including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest same extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect persons are indemnified by Company as of the date of this Agreement; providedAgreement pursuant to Company's certificate of incorporation and by-laws and (ii) to the extent permitted by applicable Law, that shall cause to be maintained in effect in the Surviving Corporation's certificate of incorporation and bylaws after the Effective Time provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses which are, in the aggregate, not materially less favorable to the intended beneficiaries than the corresponding provisions contained in the certificate of incorporation and bylaws of Company on the date hereof. If requested by an Indemnified Party, the determination of whether or not the Indemnified Party has met any Person applicable standard of conduct required by Law for indemnification (unless made by a court) shall be made by independent counsel selected by Parent and reasonably acceptable 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 indemnificationthe Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent will and will cause the Surviving Company shall Corporation to (including by Parent providing sufficient funds to the Surviving Corporation or the applicable Subsidiary) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any and each other Person who prior to or at the Effective Time served who, at the request or for the benefit of the Company or any of its Subsidiaries Subsidiaries, is or was previously serving as a director or officer officer, MLP employee or fiduciary of another any other Person in which or any benefit plan of the Company or any benefit plan of its any of the Company’s Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), from and against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company or the applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or by-laws or other governing documents in connection with (i) effect on the date of this Agreement to indemnify such Person (and Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final adjudication and nonappealable judicial determination that such Person is not entitled to indemnificationindemnification hereunder or thereunder).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Dimensional shall, or shall cause, the Surviving Company shall Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under Delaware Law, its certificate of incorporation and by-laws or any indemnification agreements in effect on the date hereof to indemnify such Person and the Surviving Corporation shall also advance expenses as incurred to the fullest extent that the Company would have been permitted under Delaware Law and its certificate of incorporation and by-laws in effect on the date hereof; provided that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under the Company’s by-laws shall be made by independent counsel selected by the Indemnified Party (such independent counsel to be reasonably acceptable to the Surviving Corporation). For the avoidance of doubt, the rights and obligations with respect to indemnification and advancement of expenses set forth in this Section 7.10 shall apply to any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or in connection with (i) the transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless GSBD shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company MMLC or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions GSBD shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) GSBD and the applicable Indemnified Parties shall cooperate in the defense of such matter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Parent and the Surviving Company shall Holdco agrees that it will indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement that Holdco is permitted to under applicable Law, Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentCompany, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent and or the Gulf Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual the Company would have been entitled permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, 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. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company shall Corporation agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under the Laws of the State of California, its articles of incorporation and bylaws and under any applicable Contracts with such Indemnified Parties that are set forth on Section 5.13(a) of the Company Disclosure Letter, in connection with each case, in effect on the date of this Agreement, to indemnify such Person (i) this Agreement and Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, the Company’s Organizational Documents articles of incorporation and bylaws and under any indemnification agreements in effect as applicable Contracts with such Indemnified Parties that are set forth on Section 5.13(a) of the date of this AgreementCompany Disclosure Letter; provided, provided that any the 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; and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under the Laws of the State of California, the Company’s articles of incorporation and bylaws and under any applicable Contracts with such Indemnified Parties that are set forth on Section 5.13(a) of the Company Disclosure Letter shall be made by independent counsel selected by the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall Corporation shall, to the fullest extent permitted by Law indemnify and hold harmless (and the Surviving Corporation shall also advance costs and expenses (including reasonable attorneys’ fees and expenses) as incurred to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, provided that the Company’s Organizational Documents person to whom expenses are advanced provides any undertaking required by Law and any indemnification agreements in effect as of the date of this Agreementan undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each all past and present directors, officers, employees and former (determined as of the Effective Time) director and officer agents of the Company or any of and its Subsidiaries and all other persons who may presently serve or any Person who prior to or at the Effective Time have served at the request of the Company or any of its Subsidiaries as a director director, officer, employee or officer agent of another Person in which the Company or any of its Subsidiaries has person, including as a fiduciary with respect to an equity investment, in each case, when acting in such capacity employee benefit plan (the “Indemnified Parties”), in each case, for acts or failures to act in such capacity, against any costs or expenses (including reasonable attorneys’ attorney’s fees, costs and expenses), judgments, inquiriesamounts paid in settlement, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, including but in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred all cases only to the fullest same extent that such individual would individuals are indemnified or have been entitled the right to under applicable Law, advancement of costs and expenses by the Company’s Organizational Documents and any indemnification agreements in effect Company or such Subsidiary as of the date of this Agreement; providedAgreement pursuant to its Charter Documents, 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 indemnificationor similar organizational documents, as applicable, and the indemnification agreements identified in Section 5.06(a) of the Company Disclosure Letter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall Corporation shall, to the fullest extent permitted by Law indemnify and hold harmless (and the Surviving Corporation shall also advance costs and expenses (including reasonable attorneys’ fees and expenses) as incurred to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, provided that the Company’s Organizational Documents person to whom expenses are advanced provides any undertaking required by Law and any indemnification agreements in effect as of the date of this Agreementan undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each all past and present directors, officers, employees and former (determined as of the Effective Time) director and officer agents of the Company or any of and its Subsidiaries and all other persons who may presently serve or any Person who prior to or at the Effective Time have served at the request of the Company or any of its Subsidiaries as a director director, officer, employee or officer agent of another Person in which the Company or any of its Subsidiaries has person, including as a fiduciary with respect to an equity investment, in each case, when acting in such capacity employee benefit plan (the “Indemnified Parties”), in each case, for acts or failures to act in such capacity, against any costs or expenses (including reasonable attorneys’ attorney’s fees, costs and expenses), judgments, inquiriesamounts paid in settlement, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, including but in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred all cases only to the fullest same extent that such individual would individuals are indemnified or have been entitled the right to under applicable Law, advancement of costs and expenses by the Company’s Organizational Documents and any indemnification agreements in effect Company or such Subsidiary as of the date of this Agreement; providedthe Original Agreement pursuant to its Charter Documents, 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 indemnificationor similar organizational documents, as applicable, and the indemnification agreements identified in Section 5.06(a) of the Company Disclosure Letter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Entity shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the fullest extent as (subject to applicable law) such individuals would be persons are indemnified as of the date of this Agreement under applicable Lawby SunTrust pursuant to the SunTrust Articles, the Company’s Organizational Documents SunTrust Bylaws, the governing or organizational documents of any Subsidiary of SunTrust and any indemnification agreements in effect existence as of the date hereof and disclosed in Section 6.7(a) of this Agreementthe SunTrust Disclosure Schedule, each present and former (determined as director, officer or employee of the Effective Time) director SunTrust and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “SunTrust Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to was a director, officer or employee of SunTrust or any Proceeding, in connection with, arising out of or otherwise related its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, any Person SunTrust Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person SunTrust Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Buyer (the Surviving Company “Indemnifying Party”) shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director and officer of Company, as applicable, determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to the fact that he or she was a director or officer of Company or is or was serving at the request of Company or any of its Subsidiaries as a director, officer, employee, trustee or other agent of any other organization or in any capacity with respect to any employee benefit plan of Company, including without limitation any matters arising in connection with (i) or related to the negotiation, execution and performance of this Agreement or any of the Transactionstransactions contemplated hereby, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that to which such individual Indemnified Parties would have been be entitled to have the right to advancements of expenses or to be indemnified under applicable Law, the Company’s Organizational Documents Articles of Organization and any indemnification agreements Bylaws of Company as in effect as of on the date of this AgreementAgreement as though such Articles of Organization and Bylaws continue to remain in effect after the Effective Time and as permitted by applicable Law. Buyer’s obligations under this Section 5.10(a) shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Person to whom expenses are advanced provides an undertaking to repay claim asserted or made within such advances if it is ultimately determined by period shall continue until the final adjudication that disposition of such Person is not entitled to indemnificationclaim.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting any other rights that any Indemnified Person (as defined below) or Person may have pursuant to the Company’s Organizational Documents or any employment agreement or any indemnification agreement in effect on the date hereof or otherwise, from and after the Effective Time until the sixth (6th) anniversary of the Effective Time, Parent shall, and Parent shall cause the Surviving Company shall indemnify to, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of or who becomes prior to the Effective Time) , a director and or officer of the Company or any of its Subsidiaries or any Person who prior to is or was serving at the Effective Time served request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise (the “Indemnified Persons”) against and from all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement of, or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise or by reason of anything done or not done by such Person in which the Company or any of its Subsidiaries has an equity investmentsuch capacity, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related whether pertaining to any Proceedingact or omission occurring or existing prior to, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to after the Effective Time, Time and whether asserted or claimed prior to, at or after the Effective TimeTime (“Indemnified Liabilities”), including all Indemnified Liabilities based in connection with (i) whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, and (ii) actions in each case, to enforce this provision the extent any such Indemnified Person is entitled to be so indemnified by the Company or its applicable Subsidiaries on the date hereof. Without limiting the foregoing, in the event any other indemnification such Proceeding is brought or advancement right of threatened to be brought against any Indemnified PartyPersons (whether arising before or after the Effective Time), (i) the Indemnified Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to such Indemnified Person, and Parent and the Surviving Company shall also advance pay all reasonable fees and expenses of such counsel for the Indemnified Persons as incurred promptly as statements therefor are received, and (ii) Parent and the Surviving Company shall use its reasonable best efforts to assist in the defense of any such matter. Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 7.10, upon learning of any such Proceeding, shall notify the Surviving Company (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 7.10 except to the fullest extent such failure materially prejudices such party’s position with respect to such claims). For the avoidance of doubt, Parent and the Surviving Company shall not have any obligation hereunder to indemnify an Indemnified Person to the extent that a court of competent jurisdiction has determined in a final and non-appealable order that such individual would have been entitled to under indemnification is prohibited by applicable Law, in which case the Company’s Organizational Documents and Indemnified Person shall promptly refund Parent or the Surviving Company the amount of any indemnification agreements in effect as of the date of this Agreement; providednon-indemnifiable expenses theretofore advanced pursuant hereto, 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 indemnificationany.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Entity shall indemnify and hold harmless and shall advance expenses as incurred, in each case, to the fullest extent as such individuals would be indemnified as permitted by applicable law, Flagstar Charter, Flagstar Bylaws and the governing or organizational documents of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this AgreementFlagstar Subsidiary, each present and former director, officer or employee of Flagstar and its Subsidiaries (determined as of in each case, when acting in such capacity) (collectively, the “Flagstar Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time) director and , arising out of, or pertaining to, the fact that such person is or was a director, officer or employee of the Company Flagstar or any of its Subsidiaries or any Person who prior to is or at the Effective Time served was serving at the request of the Company Flagstar or any of its Subsidiaries as a director or officer of another Person in which the Company person and pertaining to matters, acts or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters omissions existing or occurring at or prior to the Effective Time, whether asserted including matters, acts or claimed prior to, at or after the Effective Time, including omissions occurring in connection with (i) the approval of this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, any Person Flagstar Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Flagstar Indemnified Party is not entitled to indemnification. The Surviving Entity shall reasonably cooperate with Flagstar Indemnified Parties, and Flagstar Indemnified Parties shall reasonably cooperate with the Surviving Entity, in the defense of any such claim, action, suit, proceeding or investigation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company shall Corporation agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.11 and including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under Delaware Law and its certificate of incorporation or by-laws in connection with (i) effect on the date of this Agreement to indemnify such Person (and Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, ; provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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); and provided, further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under Delaware Law and the Company’s certificate of incorporation and by-laws shall be made by independent counsel selected by the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Buyer (the Surviving Company “Indemnifying Party”) shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementharmless, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director board member or officer of another Person in which the Company or any of and its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”)) and any person who becomes an Indemnified Party between the date of this Agreement and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to the fact that he or she was a board member or officer of Company or any of its Subsidiaries or is or was serving at the request of Company or any of its Subsidiaries as a board member, officer, employee, trustee or other agent of any other organization or in any capacity with respect to any employee benefit plan of Company, including without limitation any matters arising in connection with (i) or related to the negotiation, execution, and performance of this Agreement or any of the Transactionstransactions it contemplates, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest full extent that to which such individual Indemnified Parties would have been be entitled to have the right to be indemnified under applicable Law, the Company’s Organizational Documents Articles of Organization and any indemnification agreements Bylaws of Company as in effect as of on the date of this Agreement; providedAgreement as though such Articles of Organization and Bylaws continue to remain in effect after the Effective Time and as permitted by applicable Law. Buyer shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent as would have been permitted by Company under the Company’s Articles of Organization, that any Person to whom expenses are advanced provides upon receipt of an undertaking to repay such advances advance payments if it is ultimately such officer, board member or employee shall be adjudicated or determined by final adjudication that such Person is to be not entitled to indemnificationindemnification in accordance with the Company’s Articles of Organization. Buyer’s obligations under this Section 6.08(a) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim; and provided further, that Xxxxx’s obligations as successor in interest to the Company shall continue as required under the Articles of Organization and Bylaws of the Company.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless RMT Partner agrees that, to the fullest extent as such individuals would be indemnified as permitted under applicable Law and the Organizational Documents of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements Spinco Entities in effect as of the date of this Agreement, each of RMT Partner and the Surviving Corporation shall indemnify and hold harmless each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentSpinco Entities, in each case, when acting in such capacity (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in each case, in connection with their roles as a director or officer, as applicable, of the Spinco Entities, including in connection with (i) this Agreement or the Transactions, Transactions and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and RMT Partner or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled permitted to do so under applicable Law, Law and the Company’s Organizational Documents and any indemnification agreements of the applicable Spinco Entity in effect as of the date of this Agreement; provided, 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. RMT Partner shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party believed to be in or not opposed to the best interests of the Spinco Entities.

Indemnification; Directors’ and Officers’ Insurance. (a) From Each of Parent and the Surviving Corporation agrees that, from and after the Effective Time, Parent and the Surviving Company shall it will indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable LawEffective Time was, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) a director and or officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity Subsidiary (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Parties’ service as a director or officer of the Company or otherwise related to matters existing its Subsidiaries or occurring services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Laws. The Articles of Association will contain provisions with respect to rights to indemnification, advancement of expenses and Parent and the Surviving Company shall also advance expenses limitations on, or exculpation from, liabilities, for acts or omissions that are at least as incurred favorable to the fullest extent that such individual would have been entitled to under applicable Lawdirectors, officers or employees of the Company’s Organizational Documents Company as those contained in the memorandum and any indemnification agreements articles of association of the Company as in effect as on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Laws, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the date of this Agreement; providedIndemnified Parties, that any Person to whom expenses are advanced provides an undertaking to repay unless such advances if it modification is ultimately determined required by final adjudication that such Person is not entitled to indemnificationLaw.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Banknorth Delaware shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director and officer of Banknorth or a Subsidiary of Banknorth, as applicable, determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Migratory Merger Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the fact that he or she is or was a director or officer of Banknorth or, while a director or officer of Banknorth, is or was serving at the request of Banknorth as a director, officer, trustee or partner of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, including in connection with (i) without limitation matters related to the negotiation, execution and performance of this Agreement, the Stockholders Agreement or any of the Transactionstransactions contemplated hereby and thereby, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that which such individual Indemnified Parties would have been be entitled to under applicable Law, law and the Company’s Organizational Documents by-laws of Banknorth and any indemnification agreements in effect Banknorth Delaware as of the date hereof (which right to indemnification shall include the advancement of this Agreement; providedreasonable attorneys’ fees and expenses in advance of the final disposition of any claim, that action, suit, proceeding or investigation upon receipt from an Indemnified Party of 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 indemnificationrequired undertaking).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Acquired Companies, and the Surviving Company shall indemnify to, fulfill and hold harmless to honor in all respects the fullest extent as such individuals would be indemnified as obligations of the date Company and the Acquired Companies pursuant to (i) each indemnification agreement in effect between the Company and any Acquired Company, on the one hand, and any Indemnified Party, on the other hand and (ii) any indemnification, exculpation from liability or advancement of this Agreement under applicable Law, expenses provision set forth in the Company’s Organizational Documents of the Company and any indemnification agreements the Acquired Companies, in each case as in effect as of on the date hereof, including in respect of this Agreementany Legal Proceeding that arises directly or indirectly out of or pertains directly or indirectly to (A) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, each present and former (determined as of the Effective Time) director and officer officer, employee or agent of the Company or any Acquired Company (regardless of its Subsidiaries whether such action or any Person who prior to omission or at the Effective Time served at the request of the Company alleged action or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentomission, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed occurred prior to, at or after the Effective Time, including in connection with ) or (iB) this Agreement or any of the Transactions. The Organizational Documents of the Surviving Company shall contain the provisions with respect to indemnification, exculpation from liability and (ii) actions to enforce this provision advancement of expenses set forth in the Company’s and the Acquired Companies’ Organizational Documents on the date hereof and, from and after the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any other indemnification or advancement right manner that could adversely affect the rights thereunder of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and after the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) a director and or officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including all claims, losses, liabilities, damages, judgments, fines and reasonable attorneys’ fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior pertaining to the Effective Timefact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under the MBCA for officers and directors of Massachusetts corporations. Each Indemnified Party will be entitled to advancement of expenses incurred in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right defense of any Indemnified Partysuch claim, and action, suit, proceeding or investigation from each of Parent and the Surviving Company shall also advance expenses as incurred to Corporation within ten (10) Business Days of receipt by Parent or the fullest extent that such individual would have been entitled to under applicable Law, Surviving Corporation from the Company’s Organizational Documents and any indemnification agreements in effect as Indemnified Party of the date of this Agreementa request therefor; provided, that that, any Person to whom expenses are advanced provides an undertaking undertaking, to the extent required by the MBCA to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall and shall cause the Surviving Company shall to indemnify and hold harmless harmless, as and to the fullest extent provided in the certificate of incorporation and bylaws of the Company as such individuals would be indemnified as of in effect on the date of this Agreement under and permitted by applicable Law, the Company’s Organizational Documents all past and any indemnification agreements in effect as present directors and officers of the date Company or any of this Agreementits Subsidiaries (collectively, the “Indemnified Parties”) against any losses, Claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses in advance of the final disposition of any Claim, suit, proceeding or investigation to each present Indemnified Party upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is determined by a final and former non-appealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any actual or threatened Claim, action, suit, proceeding or investigation, whether civil, criminal or administrative (determined as of in each case whether asserted or claimed before or after the Effective Time) ), arising out of acts or omissions occurring at or prior to the Effective Time in connection with such Indemnified Party serving as a director and or officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served (including in connection with an Indemnified Party serving at the request of the Company or any of its Subsidiaries as a director director, officer, employee, trustee or officer partner of another Person in which the Company corporation, partnership, trust, joint venture, employee benefit plan or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs other entity and including acts or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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 indemnificationtransactions contemplated hereby).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent Novartis and the Surviving Company Corporation shall indemnify jointly and hold harmless severally, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, indemnify, defend and hold harmless all individuals who at the Company’s Organizational Documents and any indemnification agreements in effect as Effective Time were directors or officers of the date of this AgreementCompany (each, each present an “Indemnified Person” and, collectively, the “Indemnified Persons”) against any costs or expenses (including reasonable attorneys’ fees and former expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (determined as of i) any acts or omissions occurring or alleged to occur prior to the Effective Time) director and officer Time in their capacities as officers or directors of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served taken by them at the request of the Company or any of its Subsidiaries (including, without limitation, acts or omissions in connection with such persons serving as a an officer, director or officer other fiduciary in any entity if such service was at the request or for the benefit of another Person in which the Company or any of its Subsidiaries has an equity investmentSubsidiaries) or (ii) the adoption and approval of this Agreement, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs Merger or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages the other transactions contemplated by this Agreement or liabilities incurred in connection with, arising out of or otherwise related pertaining to any Proceedingthe transactions contemplated by this Agreement. Without limiting the foregoing, Novartis and the Surviving Corporation shall (A) cause the certificate of incorporation and by-laws of the Surviving Corporation to include for a period of six years, at a minimum, the indemnification and exculpation provisions of the certificate of incorporation and by-laws of the Company as in connection witheffect at the Effective Time and shall cause such provisions not to be amended, arising out of repealed or otherwise related to matters existing or occurring at or prior to modified for a period of six years from the Effective Time, whether asserted or claimed prior to, at or Time in any manner that would adversely affect the rights thereunder of any Indemnified Person who was entitled to rights thereunder as of the Effective Time and (B) for a period of six years after the Effective Time, including honor, continue in connection with (i) this Agreement or the Transactions, effect and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, discharge the Company’s Organizational Documents and any obligations under all indemnification agreements of the Company and its Subsidiaries with any Indemnified Persons in effect as of the date of this Agreement; provided, hereof without any change that any Person is adverse 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 indemnificationIndemnified Persons.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless Newco agrees that all rights to the fullest extent as such individuals would be indemnified as indemnification existing in favor of the date of this Agreement under applicable Lawpresent or former directors, the Company’s Organizational Documents officers and any indemnification agreements in effect as employees of the date Company (as such) or any of this Agreementits Subsidiaries or present or former directors, each present officers and former (determined as of the Effective Time) director and officer employees of the Company or any of its Subsidiaries serving or any Person who prior to or at the Effective Time served at the request of the Company Company's or any of its Subsidiaries Subsidiaries' request as a director director, officer, employee or officer agent of another Person corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, as provided in which the Company Company's certificate of incorporation or bylaws, or the articles of incorporation, bylaws or similar documents of any of its the Company's Subsidiaries has an equity investmentand the indemnification agreements with such present and former directors, officers and employees as in each case, when acting in such capacity (effect as of the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related date hereof with respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or shall survive the Merger and shall continue in full force and effect and without modification (other than modifications which would enlarge the indemnification rights) for a period of six years after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Corporation shall comply fully with its obligations hereunder and thereunder. Without limiting the foregoing, the Company shall, and after the Effective Time, the Surviving Corporation shall also periodically advance expenses as incurred with respect to the foregoing (including with respect to any action to enforce rights to indemnification or the advancement of expenses) to the fullest extent that such individual would have been entitled to permitted under applicable Law; PROVIDED, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; providedHOWEVER, that any Person the person to whom the expenses are advanced provides an undertaking (without delivering a bond or other security) to repay such advances advance if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, to the extent permitted by applicable law, Parent and shall cause the Surviving Company shall Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as director, officer or employee of the Effective Time) director Company and officer its Subsidiaries or fiduciaries of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the under Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, Benefit Plans (in each case, when acting in such capacity capacity) (collectively, the “Company Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of (i) the fact that such person is or otherwise related to was a director, officer or employee of the Company or any ProceedingCompany Subsidiary or is or was a fiduciary of the Company or any of its Subsidiaries under Company Benefit Plans or (ii) matters, in connection with, arising out of acts or otherwise related to matters omissions existing or occurring at or prior to the Effective Time, whether asserted or claimed prior toincluding the transactions contemplated hereby, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest same extent that as such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect persons are indemnified as of the date of this AgreementAgreement by the Company pursuant to the Company Certificate, the Company Bylaws, the governing or organizational documents of any Company Subsidiary and any indemnification agreements in existence as of the date hereof; providedand Parent shall also cause the Surviving Corporation to advance expenses as incurred by such Company Indemnified Party to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company Certificate, the Company Bylaws, the governing or organizational documents of any Company Subsidiary and any indemnification agreements in existence as of the date hereof; provided that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined by final adjudication that such Person Company Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company shall Corporation agrees that it will (including by Parent providing sufficient funds to the Surviving Corporation or the applicable Subsidiary) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any and each other Person who prior to or at the Effective Time served who, at the request or for the benefit of the Company or any of its Subsidiaries Subsidiaries, is or was previously serving as a director or officer officer, MLP employee or fiduciary of another any other Person in which or any benefit plan of the Company or any benefit plan of its any of the Company’s Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), from and against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company or the applicable Subsidiary of the Company would have been permitted under Delaware law and under its certificate of incorporation or by-laws or other governing documents in connection with (i) effect on the date of this Agreement to indemnify such Person (and Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance fees, costs and expenses (including attorneys’ fees and disbursements) as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final adjudication and nonappealable judicial determination that such Person is not entitled to indemnificationindemnification hereunder or thereunder).

Indemnification; Directors’ and Officers’ Insurance. (a) From Each of HiSoft and the Surviving Corporation agrees that, from and after the Effective Time, Parent and the Surviving Company shall it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person individual who prior to or at the Effective Time served is, or at any time prior to the request of the Company or any of its Subsidiaries as Effective Time was, a director or officer of another Person in which the Company VanceInfo or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Parties’ service as a director or officer of VanceInfo or otherwise related to matters existing its Subsidiaries or occurring services performed by such persons at the request of VanceInfo or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent ; provided that such individual would have been entitled indemnification shall be subject to any limitation imposed from time to time under applicable Law. The memorandum of association and articles of association of the Surviving Corporation will contain provisions with respect to rights to indemnification, advancement of expenses and limitations on, or exculpation from, liabilities, for acts or omissions that are at least as favorable to the Company’s Organizational Documents directors, officers or employees of VanceInfo as those contained in the memorandum and any indemnification agreements articles of association of VanceInfo as in effect as on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the date of this Agreement; providedIndemnified Parties, that any Person to whom expenses are advanced provides an undertaking to repay unless such advances if it modification is ultimately determined required by final adjudication that such Person is not entitled to indemnificationLaw.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation and its Subsidiaries to, (i) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a and each present and former director or and officer of another Person in which the each Company or any of its Subsidiaries has an equity investmentSubsidiary (collectively, in each case, when acting in such capacity (the “Company Indemnified Parties”), against any liabilities, losses, damages, penalties, fines, costs or and expenses (including reasonable attorneys’ fees, costs fees and expenses), judgments, inquiries, fines, losses, claims, damages ) incurred or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liability or any Action, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Acquired Companies would have been entitled to permitted under applicable LawLaw and under the Company Certificate of Incorporation and Company Bylaws, or other equivalent organizational documents of any Company Subsidiary, as the Company’s Organizational Documents and any indemnification agreements case may be, in each case as in effect as of on the date of this Agreement, to indemnify such Company Indemnified Parties and (ii) advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.6(a) to the fullest extent permitted under applicable Law or, if greater, under the Company Certificate of Incorporation and Company Bylaws, or other equivalent organizational documents of any Company Subsidiary, as the case may be; provided, however, that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and after all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnificationindemnification under applicable Law, the Company Certificate of Incorporation and Company Bylaws, or other equivalent organizational documents of any Company Subsidiary, or pursuant to this Section 6.6(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after In the Effective Timeevent of any threatened or actual Action, Parent and the Surviving Company shall indemnify and hold harmless whether civil, criminal or administrative, in which any individual who is now, or has been at any time prior to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of or who becomes prior to the Effective Time) , a director and or officer of the Company Company, Parent or any of its Subsidiaries or any Person who prior to is or at the Effective Time served was serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any costs of its Subsidiaries, (ii) all acts or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages omissions by him taken at the request of the Company or liabilities incurred in connection with, arising out any of or otherwise related to its Subsidiaries at any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or time prior to the Effective Time, or (iii) this Agreement or any of the transactions contemplated by this Agreement, whether asserted or claimed prior to, at arising before or after the Effective Time, including in connection with (i) this Agreement or the TransactionsParties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses indemnify and hold harmless, as incurred and to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law and the Company’s and Parent’s Organizational Documents Documents, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and any indemnification agreements expenses incurred in effect as advance of the date final disposition of this Agreement; providedany such Action upon receipt of any undertaking required by applicable Law), that judgments, fines and amounts paid in settlement in connection with 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 indemnificationthreatened or actual Action.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Company Merger Effective Time, Parent and the Surviving Company shall agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Company Merger Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, penalties, claims, damages or liabilities (collectively, “Costs”) incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters actually or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters allegedly existing or occurring at or prior to the Company Merger Effective Time, whether asserted or claimed prior to, at or after the Company Merger Effective Time, including to the fullest extent that the Company would have been permitted under Maryland law and its certificate of incorporation or bylaws in connection with (i) effect on the date of this Agreement or the Transactions, and to indemnify such Person (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and or the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, ; provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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); and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Maryland law and the Company’s certificate of incorporation and bylaws shall be made by independent counsel selected by the Surviving Company.

Indemnification; Directors’ and Officers’ Insurance. (ai) From and after the Effective Time, Parent and the Surviving The Company shall indemnify and hold harmless honor to the fullest extent as such individuals would be indemnified as permitted under applicable law, for a period of not less than six years from the Closing Date (or, in the case of matters occurring at or prior to the Closing Date that have not been resolved prior to the sixth anniversary of the date of this Agreement under applicable LawClosing Date, the Company’s Organizational Documents and any until such matters are finally resolved), all rights to indemnification agreements or exculpation, existing in effect as favor of the date of this Agreementindividuals who at or prior to the Closing were a director, each present and former officer, employee or agent (determined as of the Effective Timean "INDEMNIFIED PERSON") director and officer of the Company or any of its Subsidiaries (including, without limitation, rights relating to advancement of expenses and indemnification rights to which such Persons are entitled because they are serving as a director, officer, agent or any Person who prior to or at the Effective Time served employee of another entity at the request of the Company or any of its Subsidiaries Subsidiaries), as a director or officer provided in the Company's Certificate of another Person in which the Company Incorporation and Bylaws or any of its Subsidiaries has an equity investmentindemnification agreement, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of on the date of this Agreement; provided, and relating to actions or events through the Closing Date. Without limiting the generality of the preceding sentence, in the event that any Indemnified Person becomes involved in any actual or threatened action, suit, claim, proceeding or investigation after the Closing Date, the Company shall advance to whom such Indemnified Person his or her legal and other expenses are advanced provides (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to repay such advances if it is ultimately determined by final adjudication reimburse all amounts so advanced in the event of a determination of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnificationthereto.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, advance expenses as such individuals would be indemnified as of incurred to the date of this Agreement fullest extent permitted under applicable Law; provided, that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this AgreementPerson to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former (determined as of the Effective Time) director and officer of the Company or any of and its Subsidiaries or any Person who prior to or at (collectively, the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “"Indemnified Parties”), ") against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out such Indemnified Parties' service as a director or officer of the Company or otherwise related to matters existing its Subsidiaries or occurring services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with respect to (i) the Merger and the other transactions contemplated by this Agreement or the Transactions, and (ii) actions to successfully enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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 indemnificationSection 6.12.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation to, (i) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Company Indemnified Parties”), against any costs and all Damages incurred or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liabilities or any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company would have been entitled to permitted under applicable Law, Law and under the Company’s Organizational Documents Company Certificate of Incorporation and any indemnification agreements Company Bylaws as in effect as of on the date of this Agreement, to indemnify such Company Indemnified Parties and (ii) advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 5.4(a) to the fullest extent permitted under applicable Law or, if greater, under the Company Certificate of Incorporation and Company Bylaws; provided, however, that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnificationindemnification under applicable Law, the Company Certificate of Incorporation and Company Bylaws, and pursuant to this Section 5.4(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Time Parent and shall cause the Surviving Company shall indemnify Entity to (i) indemnify, defend and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and or former (determined as of the Effective Time) officer or director and officer of the Company or any of its Subsidiaries Company subsidiary and any person who becomes an officer or any Person who prior to or at the Effective Time served at the request director of the Company or any of its Subsidiaries as a director or officer of another Person in which Company subsidiary after the Company or any of its Subsidiaries has date hereof but prior to the Effective Time (each an equity investment“Indemnified Party” and, in each casecollectively, when acting in such capacity (the “Indemnified Parties”), to the same extent as such officers or directors are entitled to indemnification under the Company’s articles of incorporation, bylaws, employment agreements or indemnification contracts as in effect on the date hereof against any all losses, claims, damages, liabilities, costs or and expenses (including reasonable including, attorneys’ fees, costs fees and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred fines and amounts paid in settlement in connection withwith any actual or threatened action, arising out of suit, claim, proceeding or otherwise related investigation (each a “Claim”) to the extent any Proceeding, such Claim relates in connection with, arising out of any manner to actions or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including, without limitation, the transactions contemplated by this Agreement), regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, Party its fees and Parent expenses (including attorneys’ fees and the Surviving Company shall also advance expenses as incurred expenses) promptly upon request by such Indemnified Party to the fullest extent that such individual would have been entitled to permitted under applicable Law, the Company’s Organizational Documents and any articles of incorporation, bylaws, employment agreements or indemnification agreements contracts as in effect as of on the date hereof, subject to the provision by such Indemnified Party of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined reimburse the Surviving Entity the amounts so advanced in the event of a final and conclusive determination by final adjudication a court of competent jurisdiction that such Person Indemnified Party is not entitled to indemnificationthereto.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after To the fullest extent required or permitted by Law, for a period of six years following the Effective Time, Parent will, and will cause the Surviving Company shall to, indemnify and hold harmless harmless, and advance expenses as incurred to, in each case to the fullest extent as such individuals would be indemnified as of the date of this Agreement required or permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present current and former (determined as of the Effective Time) director and or officer of the Company or any of its Subsidiaries who, as of the date of this Agreement, is entitled to be indemnified under the Company Charter or any Person who Company Bylaws as in effect immediately prior to or at the Effective Time served (collectively, the “Indemnified Parties”) against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or representative of the Company or any of its Subsidiaries or services performed by such Persons at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (ix) the Merger, the other transactions contemplated by this Agreement or and the Transactionsprocess and other events giving rise thereto, and (iiy) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such action, and Parent and the Surviving Company shall also advance expenses as incurred to will, and Parent will cause the fullest extent that Surviving Company to, cooperate with the Indemnified Party in the defense of any such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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 indemnificationaction.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall agree that they will indemnify and hold harmless harmless, to the fullest extent as such individuals Parent, Merger Sub or the Company would be indemnified as of the date of this Agreement permitted to do so under applicable Law, the Company’s Law and their respective Organizational Documents and any indemnification agreements in effect as of the date of this AgreementExecution Date, each present and former (determined as of the Effective Time) director and officer of Parent, Merger Sub and the Company or any and each of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmenttheir respective Subsidiaries, in each case, when acting in such capacity (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and or the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company, Parent or Merger Sub, as applicable, would have been entitled permitted to do so under applicable Law, the Company’s Law and its respective Organizational Documents and any indemnification agreements in effect as of the date of this AgreementExecution Date; provided, 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 indemnificationindemnification (including, but not limited to, any such Costs incurred due to the negligence, recklessness or willful misconduct of such Person).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation to indemnify and hold harmless harmless, and advance expenses as incurred to, in each case to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined director, officer or representative of the Company or any of its Subsidiaries and in a manner consistent with the terms and conditions on which indemnification is provided for as of the Effective Timedate hereof (collectively, the “Indemnified Parties”) director against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as a director, officer or representative of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served services performed by such Persons at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (i) the Merger and the other transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any the Person to whom expenses Costs are advanced provides an a reasonable and customary undertaking to repay such advances Costs if it is ultimately determined by final adjudication that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall (i) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Company Indemnified Parties”), against any costs and all Damages incurred or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liabilities or any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including pursuant to any indemnification provisions under the Organizational Documents of the Company as in connection with (i) effect on the date of this Agreement or any indemnification agreement between the TransactionsCompany and such Company Indemnified Party (as set forth on Section 6.6(a) of the Company Disclosure Schedule and made available to Parent), and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that by any Company Indemnified Party in connection with any matters for which such individual would have been Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.6(a) pursuant to any indemnification provisions under applicable Law, the Company’s Organizational Documents of the Company and pursuant to any indemnification agreements in effect agreement between the Company and such Company Indemnified Party (as set forth on Section 6.6(a) of the date of this AgreementCompany Disclosure Schedule and made available to Parent); provided, however, that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnificationindemnification under applicable Law, the Organizational Documents of the Company, any such indemnification agreement and pursuant to this Section 6.6(a).

Indemnification; Directors’ and Officers’ Insurance. (a) For not less than six (6) years from and after the Effective Time, the organizational documents of each of the Company’s Subsidiaries shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses for periods at or prior to the Effective Time than are set forth in such organizational documents as of the date of this Agreement. From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, indemnify, defend and hold harmless the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director directors and officer officers of the Company or and/or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), against any all Losses, costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, lossesLosses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under Law and its certificate of incorporation or by-laws in connection with (i) effect on the date of this Agreement or the Transactions, and to indemnify such Person (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any the 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); and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Law and the Company’s certificate of incorporation and by-laws shall be made by independent counsel selected by Parent.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Buyer (the Surviving Company “Indemnifying Party”) shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementharmless, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of and its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”)) and any person who becomes an Indemnified Party between the date of this Agreement and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to the fact that he or she was a director or officer of Company or any of its Subsidiaries or is or was serving at the request of Company or any of its Subsidiaries as a director, officer, employee, trustee or other agent of any other organization or in any capacity with respect to any employee benefit plan of Company, including without limitation any matters arising in connection with (i) or related to the negotiation, execution, and performance of this Agreement or any of the Transactionstransactions it contemplates, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest full extent that to which such individual Indemnified Parties would have been be entitled to have the right to be indemnified under applicable Law, the Company’s Organizational Documents Articles of Incorporation and any indemnification agreements Bylaws of Company as in effect as of on the date of this Agreement; providedAgreement as though such Articles of Incorporation and Bylaws continue to remain in effect after the Effective Time and as permitted by applicable Law. Buyer shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent as would have been permitted by Company under the Company’s Articles of Incorporation, that any Person to whom expenses are advanced provides upon receipt of an undertaking to repay such advances advance payments if it is ultimately such officer, director or employee shall be adjudicated or determined by final adjudication that such Person is to be not entitled to indemnificationindemnification in accordance with the Company’s Articles of Incorporation. Buyer’s obligations under this Section 5.10(a) shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Effective Time, Parent and the Surviving Company ABCB shall (i) indemnify and hold harmless each individual who at the Effective Time is, or any time prior to the fullest extent as such individuals would be indemnified as Effective Time was, a director, officer or employee of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company HSB or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified PartiesIndemnitees”)) in respect of all claims, against any liabilities, losses, damages, judgments, fines, penalties costs or and expenses (including reasonable attorneys’ fees) in connection with any claim, costs and expensessuit, action, proceeding or investigation (each a “Claim”), judgmentswhenever asserted, inquiries, fines, losses, claims, damages based on or liabilities incurred in connection with, arising out the fact that the Indemnitee was an officer, director or employee of HSB or otherwise related any Subsidiary (or fiduciary of any benefit plan of HSB or its Subsidiaries) for acts or omissions by the Indemnitee in such capacity or taken at the request of HSB or any Subsidiary, at or any time prior to the Effective Time (including any ProceedingClaim relating to the transactions contemplated by this Agreement or the Bank Merger Agreement), to the fullest extent permitted by Law and (ii) assume all obligations of HSB and its Subsidiaries to the Indemnitees in connection with, arising out respect of indemnification and exculpation from liabilities for acts or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime as provided in HSB’s Charter Documents and the organizational documents of HSB’s Subsidiaries. In addition, whether asserted or claimed prior toABCB, at or from and after the Effective Time, shall advance any expenses (including in connection with (ireasonable attorneys’ fees) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses Indemnitee under this Section 5.9 as incurred to the fullest extent that such individual would have been entitled to under applicable permitted by Applicable Law, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person Indemnitee to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately shall be determined by final adjudication that such Person Indemnitee is not entitled to indemnificationbe indemnified pursuant to this Section 5.9.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall Corporation shall, (i) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Company Indemnified Parties”), against any costs and all Damages incurred or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liabilities or any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including pursuant to any indemnification provisions under the Organizational Documents of the Company as in connection with (i) effect on the date of this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that by any Company Indemnified Party in connection with any matters for which such individual would have been Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.6(a) pursuant to any indemnification provisions under applicable Law, the Company’s Organizational Documents of the Company and pursuant to any indemnification agreements in effect agreement between the Company and such Company Indemnified Party (as set forth on Section 6.6(a) of the date of this AgreementCompany Disclosure Schedule and made available to Parent); provided, however, that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnificationindemnification under applicable Law, the Organizational Documents of the Company, any such indemnification agreement and pursuant to this Section 6.6(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation to, (i) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any and each of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Company Indemnified Parties”), against any costs and all Damages incurred or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liabilities or any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company or Subsidiary would have been entitled to permitted under applicable LawLaw and under the Company Certificate of Incorporation and Company Bylaws, the Companyor under any Subsidiary’s Organizational Documents and any indemnification agreements articles of incorporation or bylaws as applicable, as in effect as of on the date of this Agreement, to indemnify such Company Indemnified Parties and (ii) advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.8(a) to the fullest extent permitted under applicable Law or, if greater, under the Company Certificate of Incorporation and Company Bylaws or the articles of incorporation or bylaws of any Subsidiary as applicable; provided, however, that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnificationindemnification under applicable Law, the Company Certificate of Incorporation and Company Bylaws, or the articles of incorporation or bylaws of any Subsidiary as applicable, and pursuant to this Section 6.8(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeClosing Date, Parent and the Surviving Company Acquiror shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Laweach person who is now, the Company’s Organizational Documents and or who has been at any indemnification agreements in effect as of time before the date of this Agreement, each present and former or who becomes before the Closing Date, an officer or director of Centennial Bank (determined as each, a “Bank Indemnified Party”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Acquiror, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative or investigation (each, a “Claim”), in which a Bank Indemnified Party is a party if such Claim arises out of the Effective Time) director and officer of the Company fact that such person is or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as was a director or officer of another Person in which Centennial Bank and pertains to any matter of fact arising, existing or occurring at or before the Company or any of its Subsidiaries has an equity investmentClosing Date (including the Bank Merger, in each case, when acting in such capacity (the “Indemnified Parties”Intercompany Merger and the other transactions contemplated hereby), against any costs or to the fullest extent permitted under the Bank Constituent Documents and applicable state Law. Acquiror shall pay reasonable expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred ) in connection with, arising out advance of or otherwise related the final disposition of any such proceeding to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior each Bank Indemnified Party to the Effective Time, whether asserted or claimed prior to, at or after full extent permitted under the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Bank Constituent Documents and any indemnification agreements in effect as applicable state Law upon receipt of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances advance payments if it is ultimately he or she shall be adjudicated or determined by final adjudication that such Person is not to be entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and shall cause the Surviving Company shall Corporation to (i) indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person individual who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as was a director or officer of another Person an Acquired Company prior to the Closing in which the Company or any of its Subsidiaries has an equity investmenttheir capacities as such (collectively, in each case, when acting in such capacity (the “Company Indemnified Parties”), against any costs and all Damages incurred or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection withwith any Liabilities or any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the relevant Acquired Company would have been entitled to required under applicable Lawthe Company Certificate of Incorporation and Company Bylaws (or equivalent organizational documents of the relevant Acquired Company), as the Company’s Organizational Documents and any indemnification agreements case may be, in each case as in effect as of on the date of this Agreement, to indemnify such Company Indemnified Parties and (ii) advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.6(a) to the extent required under the Company Certificate of Incorporation and Company Bylaws (or equivalent organizational documents of the relevant Acquired Company); provided, however, that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by final adjudication a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnificationindemnification under the Company Certificate of Incorporation and Company Bylaws (or equivalent organizational documents of the relevant Acquired Company), and pursuant to this Section 6.6(a).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company Company, (when acting in such capacity or any of its Subsidiaries or any Person who prior to or at the Effective Time served when serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which a Subsidiary or a fiduciary of a Compensation and Benefits Plan) determined as of the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity Effective Time (the “Indemnified Parties”"INDEMNIFIED PARTIES"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection withwith any claim, arising out of action, suit, proceeding or otherwise related to any Proceedinginvestigation, in connection withwhether civil, arising out of criminal, administrative or otherwise related to investigative, resulting from matters existing or occurring at or prior to the Effective TimeTime (including, without limitation, any claim, action, suit, proceeding or investigation resulting from the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under Delaware law and its certificate of incorporation or by-laws in connection with effect on the date hereof to indemnify such Person (i) this Agreement and Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Lawlaw, PROVIDED, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; 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), and PROVIDED, FURTHER, that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under Delaware law and the Company's certificate of incorporation and by-laws shall be made by independent counsel selected by the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and shall cause the Surviving Company Corporation to honor, and shall indemnify and hold harmless itself honor as if it were the Surviving Corporation, all rights to the fullest extent as such individuals would be indemnified as indemnification (including rights relating to advancement of the date expenses) or exculpation existing in favor of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity), determined as of the Effective Time (the “Indemnified Parties”), against with respect to any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent that the Company would have been permitted under Delaware law and its certificate of incorporation or by-laws in connection with effect on the date hereof to indemnify such Person (i) this Agreement and Parent or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication in the event of a non-appealable determination of a court of competent jurisdiction that such Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Delaware law and the Company’s certificate of incorporation and by-laws shall be made by independent counsel jointly selected by the Surviving Corporation and the Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six years after the Effective TimeClosing Date, Parent shall cause the Amalgamated Company to and the Surviving Amalgamated Company shall indemnify indemnify, defend and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective TimeCompany and each of its Subsidiaries (the “Indemnified Parties”) from and against all Losses incurred in connection with any Action, whether civil, criminal, administrative or investigative related to the fact that such person was a director and or officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withSubsidiaries, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective TimeTime (including the Amalgamation and the other transactions contemplated by this Agreement), or taken by them at the request of the Company or any of the Company’s Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, including . Each Indemnified Party will be entitled to advancement of reasonable expenses incurred in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right defense of any Action from the Amalgamated Company within ten Business Days of receipt by the Amalgamated Company from the Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as Party of the date of this Agreementa request therefor; provided, provided that any Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification. The Amalgamated Company shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by such Indemnified Party), unless such settlement, compromise or consent includes an unconditional release of an Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company shall Corporation agrees that it will indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this AgreementLaws, each present and former (determined as of the Effective Time) director and officer of the Company or any of and its Subsidiaries in their capacity as such and not as stockholders or any Person who prior to or at the Effective Time served at the request option holders of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Indemnified Parties”), and individually, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceedingsuch Indemnified Parties’ service as a director, officer, employee or agent of the Company or its Subsidiaries or services performed by such Indemnified Parties at the request of the Company or its Subsidiaries in connection with, arising out of or otherwise related to matters existing or occurring each case at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the transactions contemplated by this Agreement. The Surviving Corporation shall also pay expenses (including attorneys’ fees) incurred by an Indemnified Party in connection with (i) this Agreement or advance of the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right final disposition of any Indemnified Partysuch claim, and Parent and the Surviving Company shall also advance expenses as incurred action, suit, proceeding or investigation to the fullest extent that such individual would have been entitled to permitted under applicable LawLaws, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides provides, to the extent permitted by applicable Laws, an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime and for a period of six (6) years thereafter, each of Parent and the Surviving Company Bank shall (i) indemnify and hold harmless each individual who at the Effective Time is, or any time prior to the fullest extent as such individuals would be indemnified as Effective Time was, a director, officer or employee of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company NewDominion or any of its Subsidiaries (the “Indemnitees”) in respect of all claims, liabilities, losses, damages, judgments, fines, penalties costs and expenses (including legal expenses) in connection with any claim, suit, action, proceeding or investigation, whenever asserted, based on or arising out of the fact that Indemnitee was an officer, director or employee of NewDominion or any Person who prior to Subsidiary or at the Effective Time served acts or omissions by Indemnitee in such capacity or taken at the request of the Company NewDominion or any Subsidiary, at or any time prior to the Effective Time (including any claim, suit, action, proceeding or investigation relating to the Transactions), to the fullest extent permitted by Law and (ii) assume all obligations of NewDominion and its Subsidiaries as a director to Indemnitees in respect of indemnification and exculpation from liabilities for acts or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime as provided in NewDominion’s Charter Documents and the organizational documents of NewDominion’s Subsidiaries. In addition, whether asserted or claimed prior toParent, at or from and after the Effective Time, shall and shall cause Surviving Bank to, advance any expenses (including in connection with (ilegal expenses) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses Indemnitee under this Section 5.9 as incurred to the fullest extent that such individual would have been entitled to under applicable permitted by Applicable Law, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person Indemnitee to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately shall be determined by final adjudication that such Person Indemnitee is not entitled to indemnificationbe indemnified pursuant to this Section 5.9.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals that the Company would be indemnified as of the date of this Agreement have been permitted under applicable Law, Law and the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present the Surviving Corporation shall, and former (determined as of Parent shall cause the Effective Time) director Surviving Corporation to, indemnify and officer of hold harmless the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), Parties against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, actual or alleged Proceeding in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of the fact that he or she is or was a director or officer of the Company or any of its Subsidiaries, including in connection with (i) the transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and . Parent and or the Surviving Company Corporation shall also advance all reasonable, documented out-of-pocket expenses as incurred in connection therewith (upon receipt from such Indemnified Party of a request therefor, accompanied by invoices or other relevant documentation) to the fullest extent that such individual the Company would have been entitled permitted to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect advance such expenses as of the date of this AgreementAgreement under applicable Law and the Company’s Organizational Documents; 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 person is not entitled to indemnification; and provided, further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement shall be made by independent legal counsel selected by the Surviving Corporation and acceptable to the Indemnified Party (such acceptance not to be unreasonably conditioned, withheld or delayed).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Pubco and the Surviving Company shall agree that they will indemnify and hold harmless harmless, to the fullest extent as such individuals SVF, Merger Sub or the Company would be indemnified as of the date of this Agreement permitted to do so under applicable Law, the Company’s Law and their respective Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of SVF, Merger Sub and the Company or any and each of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmenttheir respective Subsidiaries, in each case, when acting in such capacity (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and SVF or the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company, SVF or Merger Sub, as applicable, would have been entitled permitted to do so under applicable Law, the Company’s Law and its respective Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; providedprovided that, that to the extent required by applicable Law, 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Time, Parent and the Surviving Company shall Acquiror agrees to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any serving as of its Subsidiaries or any Person who prior to or at the Effective Time served at the request date hereof and each director and officer of the Company or any Bank serving as of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has date hereof (individually, an equity investment"Indemnified Party" and collectively, in each case, when acting in such capacity (the “"Indemnified Parties”"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or to the Transactionsfullest extent to which such Indemnified Party was entitled under, and subject to the terms (iiincluding reimbursement terms) actions and conditions that might be imposed by, the DGCL or federal law applicable to enforce this provision or any other indemnification or advancement right federal savings associations, the Company's certificate of any Indemnified Party, incorporation and Parent by-laws and the Surviving Company Bank's charter and by-laws, all as in effect on the date hereof and applicable to such particular Indemnified Party and consistent with the practices of the Company and the Company Bank as of the date hereof. The Acquiror shall also advance expenses as incurred to the fullest extent to which such Indemnified Parties were entitled under, and subject to the terms (including reimbursement terms) and conditions that such individual would have been entitled might be imposed by, the DGCL or federal law applicable to under applicable Lawfederal savings associations, the Company’s Organizational Documents 's certificate of incorporation and any indemnification agreements by-laws and the Company Bank's charter and by-laws, as in effect on the date hereof and applicable to such particular Indemnified Party and consistent with the practices of the Company and Company Bank as of the date of this Agreement; 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 indemnificationhereof.