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

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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 director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall, and Purchaser shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the certificate of incorporation and bylaws of the Company provided the Person person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnificationindemnification by the Surviving Corporation), each present and former director and officer of the Company and or its Subsidiaries (in each case, when acting in such capacity), determined as of the Effective Time (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within Agreement; provided that the meaning of Section 3(3) of ERISA) at any time maintained by or contributed Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification by the Company or any of its SubsidiariesSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall cause the Surviving Corporation to also advance expenses as incurred to the fullest extent permitted under applicable Law Law, provided that the Person 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 director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless, harmless to the fullest extent the Company would be permitted to do so under applicable Law (and Parent and the Surviving Corporation shall also advance expenses as incurred incurred, to the fullest extent that the Company would have been permitted under applicable Law provided Delaware law and the Person 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)Company’s certificate of incorporation as of the date of this Agreement, to) each present and former director and officer of the Company and its Subsidiaries (collectively, in each case, the “Indemnified Parties” and each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such Persons at the request of the Company at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including in connection with (i) the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party; 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 indemnify and hold harmless, to the fullest extent permitted under applicable Law law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law, provided the Person 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 director and officer of the Company and its Subsidiaries (collectively, the “"Indemnified Parties”") ------------------- against any costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred ----- in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior toTime, at or after including the Effective Time) that aretransactions contemplated by this Agreement, which is based in whole or in partpart on, based on or arising arises in whole or in part out of the fact that such person is or was a director, officer, employee director or officer of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that from and after the Effective Time, Parent shall and the Surviving Corporation will indemnify and hold harmlessharmless each present and former director and officer of the Company (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against all 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 actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (each a “Claim”), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided Law; provided, however, the Person 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). Further, each present the Surviving Corporation shall assume, perform and former director and officer 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 its Subsidiaries (collectively, officers of the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees Company for their acts and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time (and whether asserted in their capacity as officers or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesdirectors.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law Law, each of Parent and the Surviving Entity agrees that it will jointly and severally (i) indemnify, defend and Parent shall also hold harmless each present and former (determined as of the Effective Time) director and officer of the Company and EECI, in each case, when acting in such capacity (including the heirs, executors and administrators of any such director or officer, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties, sanctions, losses, claims, damages or liabilities incurred and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with, arising out of or otherwise related to any acts or omissions or actual or threatened Proceeding, in each case, 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 (A) the Transactions, and (B) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and (ii) advance expenses as incurred in each case described in clause (i) to the fullest extent permitted under applicable Law Law; provided the that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective TimeClosing Date, Parent shall, and Parent shall cause the Surviving Company to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an any undertaking required by applicable law to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director director, officer, employee and officer agent of the Company and its the Company's current and former Subsidiaries (collectively, the “"Indemnified Parties”") against any reasonable costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred by such director, officer, employee or agent acting in such capacity 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 (and whether asserted or claimed prior to, at or after the Company Merger Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the Mergers, the Assets Purchase and the other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within and the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAsset Purchase Agreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeFirst Closing, Parent shall the Surviving Company agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law, provided that the Person 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 director director, manager, member and officer of the Company and each of its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (a “Proceeding”), arising out of or pertaining related to matters existing such Indemnified Parties’ service as a manager, member, director or occurring officer 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 at or prior to or on the Effective Time (and First Closing Date, whether asserted or claimed prior to, at or after the Effective Time) that areFirst Closing Date, in whole or in partincluding, based on or arising out of without limitation, the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesTransactions.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall Newco agrees that it will jointly and severally indemnify and hold harmlessharmless each director and officer of American and its Subsidiaries and each director and officer of US Airways and its Subsidiaries, in each case who was a director or officer at any time on or after November 29, 2005 (in each case, for acts or failures to act in such capacity) (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 matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), to the fullest extent permitted under by applicable Law (Law, and Parent Newco shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law; provided that the Person 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); and provided, each present further, that any determination as to whether a Person is entitled to indemnification or advancement of expenses hereunder shall be made by independent counsel selected by Newco and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesPerson.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)law, each present and former director and director, officer or employee of the Company Susquehanna and its Subsidiaries or fiduciaries of Susquehanna or any of its Subsidiaries under Susquehanna Benefit Plans (in each case, when acting in such capacity) (collectively, the “Susquehanna Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company Susquehanna or any of its SubsidiariesSubsidiaries or (ii) matters existing or occurring at or prior to the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby; and Parent and the Surviving Corporation shall also advance expenses as incurred by such Susquehanna Indemnified Party to the fullest extent permitted by applicable law; provided that the Susquehanna 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 that such Susquehanna Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall each of Buyer and the Company agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent Buyer shall also advance expenses therefor (subject to an obligation to reimburse if ultimately found by final non-appealable order to not be entitled to indemnification) as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw), each present and former director and officer of the Company and its wholly-owned Subsidiaries (including for this purpose Subsidiaries wholly-owned, directly or indirectly, by the Company other than with respect to a de minimis number of shares of capital stock that are required by the applicable Law of any jurisdiction to be held by other persons) (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding Proceedings or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries, or services performed or alleged to have been performed by such persons at the request of the Company or its Subsidiaries, in each case, at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including connection with the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Entity shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (harmless and Parent shall also advance expenses as incurred incurred, in each case to the fullest extent permitted under (subject to applicable Law provided law) such persons are indemnified as of the Person date of this Agreement by Allegiance pursuant 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)the Allegiance Certificate of Formation, the Allegiance Bylaws, the governing or organizational documents of any Allegiance Subsidiary and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(a) of the Allegiance Disclosure Schedule, each present and former director and director, officer or employee of the Company Allegiance and its Subsidiaries (collectively, the “Allegiance Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, officer or employee of the Company Allegiance or any of Subsidiary of its Subsidiaries and pertaining to matters existing or occurring at or prior to the CompanyEffective Time, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall will also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or costs, expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or 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 pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of connection with (i) the fact that such person is or was a director, officer, employee of Merger and the Company or any of Subsidiary of the Company, including the other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party; provided that the Person to whom Costs are advanced provides an undertaking to repay such Costs if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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), harmless each present (as of the Effective Time) and former director and officer of the Company and or any of its Subsidiaries (collectively, the “Indemnified Parties”) against any all costs or expenses (including reasonable attorneys’ fees and expensesdisbursements), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred by such individual in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries and (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), in each case whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent permitted under applicable Law (and the Parent shall, or shall cause the Surviving Corporation to, also advance all expenses as incurred to each Indemnified Party to the fullest extent permitted under applicable Law; provided that are, in whole or in part, based on or arising out of the fact individual to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person individual is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed not entitled to by the Company or any of its Subsidiariesindemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)Laws, each present and former director and director, officer or employee of the Company and its Subsidiaries (collectively, the “Indemnified Parties,” and individually, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer, employee or occurring agent of the Company or its Subsidiaries or services performed by such Indemnified Parties at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated Transactions. Each of Parent and the Surviving Corporation shall also pay expenses (including attorney’s fees) incurred by this Agreement an Indemnified Party in advance of the final disposition of any such claim, action, suit, proceeding or serve as a fiduciary underinvestigation to the fullest extent permitted under applicable Laws, or with respect toprovided that the Person to whom expenses are advanced provides, any employee benefit plan (within to the meaning of Section 3(3) of ERISA) at any time maintained extent required by or contributed applicable Laws, an undertaking to by the Company or any of its Subsidiariesrepay such advances if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Company agrees that it will (i) indemnify and hold harmless, to the fullest extent permitted under applicable Law the Company is obligated to indemnify and hold harmless such Persons as of the date of this Agreement (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law the Company is obligated to advance such expenses as of the date of this Agreement, provided the Person 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 director and officer of the Company and its Subsidiaries (collectivelyin each case, when acting in such capacity) (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, settlements, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claimthreatened, pending or completed action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time, including the Transactions and (ii) that are, include and cause to be maintained in whole effect in the Surviving Company’s (or in part, based on or arising out any successor’s) constitutional documents after the Effective Time provisions regarding the elimination of liability of directors and officers and the indemnification of the fact Indemnified Parties that such person is or was a director, officer, employee are no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of the Company or any of Subsidiary incorporation and bylaws of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, or shall indemnify and hold harmlesscause the Company, to the fullest extent permitted under by applicable Law (Law, to indemnify, defend and Parent shall also advance expenses as incurred hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable Law provided date hereof, or who becomes prior to the Person 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)Effective Time, each present and former a director and or officer of the Company and its Subsidiaries parties hereto or any subsidiary thereof (each an "INDEMNIFIED PARTY" and, collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against any costs or all losses, expenses (including reasonable attorneys’ ' fees and expenses), claims, damages, judgments, fines, losses, claims, damages fines or liabilities or amounts paid in settlement (collectivelyprovided, “Costs”) however, that Parent shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed)), incurred in connection with any claim, action, suit, proceeding or investigation, actual or threatened, whether civil, criminalcriminal or administrative, administrative in whole or investigativein part, arising out of actions or pertaining to matters existing or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) Time that are, are in whole or in partpart (i) based on, based on or arising out of the fact that such person is or was a director, officer, officer or employee of the Company such party or any a subsidiary of Subsidiary such party or (ii) based on, arising out of the Company, including or pertaining to the transactions contemplated by this Agreement or serve Agreement. The Indemnified Parties as a fiduciary under, or group may retain only one law firm with respect toto each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any employee benefit plan (within the meaning significant issue between positions of Section 3(3) of ERISA) at any time maintained by two or contributed to by the Company or any of its Subsidiariesmore Indemnified Parties.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall agrees that it will, and will cause the Surviving Corporation to indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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), harmless each present and former director (including each member of the Special Committee) and officer of the Company and its Subsidiaries (collectivelywhen acting in such capacity or in any other capacity at the request of or in the course of the performance of his or her duties to the Company, including, without limitation, as a fiduciary of any employee benefit plan in which any employee of the “Company participates) determined as of the Effective Time (the "Indemnified Parties”") against any and all costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that arethe Company would have been permitted under Delaware law and its charter or bylaws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable law). In addition, in whole or in partthe Surviving Corporation shall, based on or arising out as of the fact that such person is or was a directorEffective Time, officer, employee of the Company or any of Subsidiary assume all of the Company, including 's obligations under the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to indemnification agreements executed by the Company or any and each of its Subsidiariesthe members of the Special Committee and agree to be bound by the terms of such agreements.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)law, each present and former director and director, officer or employee of the Company and its Subsidiaries or fiduciaries of Company or any of its Subsidiaries under Company Benefit Plans (in each case, when acting in such capacity) (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of the Company or any of Subsidiary of its Subsidiaries or under any Company Benefit Plans or (ii) matters, acts or omissions existing or occurring at or prior to the CompanyEffective Time, including matters, acts or omissions occurring in connection with the consideration and approval of this Agreement and the consummation of the transactions contemplated by this Agreement or serve Agreement; and Parent and the Surviving Company shall also advance expenses as a fiduciary underincurred by such Company Indemnified Party to the fullest extent permitted by -56- applicable law; provided, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by that the Company or any of its SubsidiariesIndemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall Purchaser and the Company agree that they will indemnify and hold harmless, to the fullest extent Purchaser or the Company would be permitted to do so under applicable Law (and Parent shall also advance expenses their respective Organizational Documents in effect as incurred to of the fullest extent permitted under applicable Law provided the Person 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)date of this Agreement, each present and former (determined as of the Effective Time) director and officer of Purchaser and the Company and its Subsidiaries each of their respective Subsidiaries, in each case, when acting in such capacity (collectively, the “D&O Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining 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 (and Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Transaction, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Indemnified Party, and Purchaser or the Company shall also advance expenses as incurred to the fullest extent that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary Purchaser, as applicable, would have been permitted to do so under applicable Law and its respective Organizational Documents in effect as of the Company, including the transactions contemplated 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 this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed final adjudication that such Person is not entitled to by the Company or any of its Subsidiariesindemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)law, each present and former director and director, officer or employee of the Company and its Subsidiaries or fiduciaries of Company or any of its Subsidiaries under Company Benefit Plans (in each case, when acting in such capacity) (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of the Company or any of Subsidiary of its Subsidiaries or under any Company Benefit Plans or (ii) matters, acts or omissions existing or occurring at or prior to the CompanyEffective Time, including matters, acts or omissions occurring in connection with the consideration and approval of this Agreement and the consummation of the transactions contemplated by this Agreement or serve Agreement; and Parent and the Surviving Company shall also advance expenses as a fiduciary underincurred by such Company Indemnified Party to the fullest extent permitted by applicable law; provided, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by that the Company or any of its SubsidiariesIndemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law; provided the Person 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), each present and former director director, officer and officer employee of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director, officer or occurring employee of the Company or its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including connection with (i) the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to such indemnification), each present and former director (or Person in a similar position) and officer of the Company and its Subsidiaries (collectively, the “"Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “"Costs”") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties' service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the Surviving Corporation agrees that it will (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw), each present current and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including connection with (i) the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law law (and Parent and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law law, provided that the Person 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 director and officer of the Company and its Subsidiaries (collectivelyeach, the an “Indemnified PartiesPerson”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Person’s service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, including in connection with this Agreement or the transactions or actions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Surviving Corporation agrees to indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law and without requiring a preliminary determination as to the ultimate entitlement to indemnification, provided the Person 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 director and officer of the Company and or any of its Subsidiaries (collectivelyin each case, when acting in such capacity) (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, settlements, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claimthreatened, pending or completed action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent each of Hxxxxxx Xxxxxxx and the Surviving Company shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)law, each present and former director and director, officer or employee of the Company MidSouth and its Subsidiaries or fiduciaries of MidSouth or any of its Subsidiaries under MidSouth Benefit Plans (in each case, when acting in such capacity) (collectively, the “MidSouth Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of the Company MidSouth or any of Subsidiary of its Subsidiaries or (ii) matters existing or occurring at or prior to the CompanyEffective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement or serve Agreement; and Hxxxxxx Xxxxxxx and the Surviving Company shall also advance expenses as incurred by such MidSouth Indemnified Party to the fullest extent permitted by applicable law; provided that the MidSouth Indemnified Party to whom expenses are advanced provides an undertaking (in a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3reasonable and customary form) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesrepay such advances if it is ultimately determined that such MidSouth Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime for a period of seven years, Parent shall agrees that it will indemnify and hold harmlessharmless each present and former director and officer of the Company (when acting in such capacity or when acting as a fiduciary at the request of the Company under or with respect to a Company Compensation and Benefit Plan) (each, an Indemnified Party and, collectively, the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, amounts paid in settlement claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, actual or threatened, whether civil, criminal, administrative or investigative, based on or arising in whole or in part out of matters existing or occurring at or prior to the Effective Time, including any such matters involving the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law Delaware law and its charter or by-laws in effect on the date hereof to indemnify such Person (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law law provided the Person to whom expenses are advanced provides (i) a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and (ii) an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall, and Parent shall also cause the Surviving Corporation to, advance expenses as incurred to the fullest extent permitted under applicable Law provided Law; provided, that the Person 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 director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including with respect to (i) the Merger and the other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of ii) actions to successfully enforce this Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries6.12.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)law, each present and former director and director, officer or employee of the Company and its Subsidiaries or fiduciaries of the Company or any of its Subsidiaries under Company Benefit Plans (in each case, when acting in such capacity) (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of the Company or any of Subsidiary of its Subsidiaries or (ii) matters existing or occurring at or prior to the CompanyEffective Time, including matters, acts or omissions occurring in connection with the consideration and approval of this Agreement and the consummation of the transactions contemplated by this Agreement or serve Agreement; and Parent and the Surviving Corporation shall also advance expenses as a fiduciary under, or with respect to, any employee benefit plan (within incurred by such Company Indemnified Party to the meaning of Section 3(3) of ERISA) at any time maintained fullest extent permitted by or contributed to by applicable law; provided that the Company or any of its SubsidiariesIndemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent Carbon shall cause the Surviving Company and its Subsidiaries, to (i) indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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), harmless each of its present and former director directors and officer of the Company and its Subsidiaries officers (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeProceedings, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this Agreement and actions relating to the enforcement of this Section 6.4, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that areOxygen or such Subsidiary, as the case may be, would have been permitted under its respective organizational documents in whole or in part, based effect on or arising out the date of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve agreements in existence as a fiduciary under, or with respect to, any employee benefit plan (within of the meaning of date hereof and set forth on Section 3(36.4(a) of ERISA) at any time maintained by or contributed to by the Company Oxygen Disclosure Schedule providing for indemnification between Oxygen or any of its SubsidiariesSubsidiaries and any Indemnified Party, subject to limitations imposed by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law); provided, the Person to whom such expenses are STRICTLY CONFIDENTIAL EXECUTION advanced provides an undertaking to the Surviving Company to repay such advances if it is ultimately determined that such Person is not entitled to indemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six years after the Effective TimeClosing Date, Parent except as otherwise required by applicable Law, each of the Xxxxxxx Group and the Company shall cause the Amended and Restated Certificate of Incorporation to contain provisions providing that the Company will indemnify and hold harmless, in a manner no less or more favorable than as the Company is obligated to indemnify and hold harmless such Persons as of the fullest extent permitted under applicable Law date of this Agreement (and Parent the Company shall also advance expenses as incurred in a manner no less or more favorable than as the Company is obligated to advance such expenses as of the fullest extent permitted under applicable Law date of this Agreement, provided the Person 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 director and officer of the Company and its Subsidiaries (collectivelyin each case, when acting in such capacity) (the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, settlements, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claimthreatened, pending or completed action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and Closing, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the CompanyClosing, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesTransactions.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law Law, each present and former director and officer of the Company (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 Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as a director or officer of the Company or any of its Subsidiaries or 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, for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement and Parent (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. The Surviving Corporation shall also advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Party within fifteen (15) days after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law Law; provided that the Person 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 indemnification (it being understood and former director and officer agreed that the Surviving Corporation shall not require the posting of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company bond or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesother security for such undertaking).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeControl Date, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to such indemnification), each present and former director (or Person in a similar position) and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent each of Xxxxxxx Xxxxxxx and the Surviving Company shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)law, each present and former director and director, officer or employee of the Company MidSouth and its Subsidiaries or fiduciaries of MidSouth or any of its Subsidiaries under MidSouth Benefit Plans (in each case, when acting in such capacity) (collectively, the “MidSouth Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of the Company MidSouth or any of Subsidiary of its Subsidiaries or (ii) matters existing or occurring at or prior to the CompanyEffective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement or serve Agreement; and Xxxxxxx Xxxxxxx and the Surviving Company shall also advance expenses as incurred by such MidSouth Indemnified Party to the fullest extent permitted by applicable law; provided that the MidSouth Indemnified Party to whom expenses are advanced provides an undertaking (in a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3reasonable and customary form) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiariesrepay such advances if it is ultimately determined that such MidSouth Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)law, each present and former director and director, officer or employee of the Company and its Subsidiaries or fiduciaries of the Company or any of its Subsidiaries under Company Benefit Plans (in each case, when acting in such capacity) (collectively, the “"Company Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the Effective Time) that are, arising in whole or in partpart out of, based on or arising out of pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of the Company or any of Subsidiary of its Subsidiaries or (ii) matters existing or occurring at or prior to the CompanyEffective Time, including matters, acts or omissions occurring in connection with the consideration and approval of this Agreement and the consummation of the transactions contemplated by this Agreement or serve Agreement; and Parent and the Surviving Corporation shall also advance expenses as a fiduciary under, or with respect to, any employee benefit plan (within incurred by such Company Indemnified Party to the meaning of Section 3(3) of ERISA) at any time maintained fullest extent permitted by or contributed to by applicable law; provided that the Company or any of its SubsidiariesIndemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall each of MPLX and the Surviving Entity agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent MPLX and the Surviving Entity shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw), each present and former director and officer of the Company and its Subsidiaries ANDX GP (collectivelyeach, the an “Indemnified PartiesPerson”) ), against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Person’s service as a director or occurring officer of ANDX GP or employee of the ANDX Parties or services performed by such Person at the request of the ANDX Parties (including acting, at the request of the ANDX Parties, as a director, officer, employee, partner, manager, fiduciary or trustee of any other Person) at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including in connection with (i) the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Person.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law, provided that the Person 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 director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the First Effective Time, Parent the Surviving Entity shall indemnify and hold harmlessharmless and shall advance expenses as incurred, in each case, to the fullest extent permitted under by applicable Law (law, the Company Articles, the Company Bylaws and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)governing or organizational documents of any Company Subsidiary, each present and former director and director, officer or employee of the Company and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at before or after the First Effective Time) that are, in whole or in part, based on or arising out of of, or pertaining to, the fact that such person is or was a director, officer, officer or employee of the Company or any of Subsidiary of its Subsidiaries and pertaining to matters, acts or omissions existing or occurring at or prior to the CompanyFirst Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated by this Agreement or serve as a fiduciary underAgreement; provided, or with respect tothat in the case of advancement of expenses, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed Company Indemnified Party to by whom expenses are advanced provides a customary undertaking to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification. The Surviving Entity shall reasonably cooperate with the Company Indemnified Parties, and the Company Indemnified Parties shall reasonably cooperate with the Surviving Entity, in the defense of any such claim, action, suit, proceeding or any of its Subsidiariesinvestigation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after For a period of six (6) years following the Effective Time, Parent shall indemnify and the Surviving Company will, and after the Effective Time Parent will cause the Surviving Company to, indemnify, defend and hold harmless, and advance expenses as incurred, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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)Law, each present and former director and officer of the Company and its Subsidiaries (in their capacities as such) and each of their heirs and estates (collectively, the “Indemnified Parties”) against any costs or costs, expenses (including reasonable attorneys’ fees and expensesexperts’ fees), judgments, fines, losses, claims, damages or damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding Action or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of connection with (i) the fact that such person is or was a director, officer, employee of Merger and the Company or any of Subsidiary of the Company, including the other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party; provided that the Person to whom Costs are advanced, if required by applicable Law, provides an undertaking to repay such Costs if it is ultimately determined that such Person is not entitled to indemnification under applicable Law.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall will also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationupon receipt of a request therefor (accompanied by invoices or other relevant documentation), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or costs, expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or 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 pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, including, for the avoidance of doubt, in whole or in part, based on or arising out of connection with (i) the fact that such person is or was a director, officer, employee of Merger and the Company or any of Subsidiary of the Company, including the other transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan and (within the meaning of Section 3(3ii) of ERISA) at any time maintained by or contributed actions to by the Company enforce this provision or any other indemnification or advancement right of its Subsidiariesany Indemnified Party; provided, that the Person to whom Costs are advanced provides an undertaking to repay such Costs if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent Boron shall, and shall indemnify and hold harmless, to cause the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person 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 director and officer of the Surviving Company and its Subsidiaries to, (i) indemnify and hold harmless each of Silicon’s and each of its Subsidiaries’ respective present and former directors and officers (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeProceedings, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this Agreement and actions relating to the enforcement of this Section 6.5, whether asserted or claimed prior to, at or after the Effective Time) , to the fullest extent that areSilicon or such Subsidiary, as the case may be, would have been permitted under its respective organizational documents in whole or in part, based effect on or arising out the date of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve agreements in existence as a fiduciary under, or with respect to, any employee benefit plan (within of the meaning of date hereof and set forth on Section 3(36.4(a) of ERISA) at any time maintained by or contributed to by the Company Silicon Disclosure Schedule providing for indemnification between Silicon or any of its SubsidiariesSubsidiaries and any Indemnified Party, subject to limitations imposed by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law; provided, the Person to whom such expenses are advanced provides an undertaking to the -48- Surviving Company to repay such advances if it is ultimately determined that such Person is not entitled to indemnification).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall the Surviving Corporation agrees that it will indemnify and hold harmlessharmless each present and former director and/or officer of the Company, determined as of the Effective 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 or officer of the Company or any subsidiary of the Company prior to the Effective Time and arising out of actions or omissions of the Indemnified Party in any such capacity occurring at or prior to the Effective Time (a "Claim") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, amounts paid in settlement pursuant to Section 7.7(b), losses, claims, damages or liabilities (collectively, "Costs") reasonably incurred in connection with any Claim, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law (and Parent Texas law. The Surviving Corporation shall also advance expenses (including attorneys' fees), as incurred by the Indemnified Party to the fullest extent 108 permitted under applicable Law law provided the Person to whom expenses are advanced such Indemnified Party provides an undertaking to repay such advances if it is ultimately determined that such Person Indemnified Party is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw), each present and former director and or officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities liabilities, including amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, actionAction, 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 (and Time, whether asserted or claimed prior to, at or after the Effective Time) , that are, in whole or in part, based on or arising out of the fact that such person Person is or was a director, officer, employee director or officer of the Company or any of Subsidiary of the Company, including with respect to the transactions contemplated by this Agreement or serve or served as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries. Despite the foregoing provisions of this Section 6.10(a), neither Purchaser nor the Surviving Corporation shall have any indemnity obligation pursuant to this Section 6.10(a) to the individuals listed in Section 6.10(a) of the Company Disclosure Letter to the extent arising out of the matters described in such Section of the Company Disclosure Letter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall and the Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law Law, provided that the Person 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 director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Action”), arising out of or pertaining related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries in each case at or prior to the Effective Time (and Time, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its SubsidiariesAgreement.