Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and 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, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or 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, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was made.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights existing as of the Agreement Date to indemnification, advancement of expenses and exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current and/or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective memorandum of association or bye-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries in effect as of the Agreement Date will continue in full force and effect in accordance with their terms, and Parent will cause the Surviving Company and the Company Subsidiaries to perform their respective obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Company will indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company Agreement Date, or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who was prior to or is as of the Agreement Date, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, Liabilities, Judgments, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Action (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the Transactions)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such Action, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such Action from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and the Bermuda Companies Act, the Surviving Company’s memorandum of association or bye-laws (iior comparable organizational documents) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification and (y) the Surviving Company will cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through Time, the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent Surviving Corporation shall, and T-Mobile shall cause the Surviving Corporation to, indemnify and hold harmlessharmless each individual who is or was, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence), each present and each former a director or officer or director of the Company Sprint or any of its Subsidiaries (and each Person subsidiaries or T-Mobile or who may become an officer or director is as of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who thereafter commences prior to the Effective Time) , serving at the request of Sprint or any of its subsidiaries as a director, officer or employee of another person (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions contemplated hereby)), arising out of or related pertaining to such the fact that the Indemnified Party’s service Party is or was a director, officer or employee of Sprint or any of its subsidiaries or T-Mobile or is or was serving at the request of Sprint or any of its subsidiaries as a director, officer or employee of the Company another person or its Subsidiaries in respect of any acts or services performed by omissions in their capacities as such persons at the request of the Company directors or its Subsidiaries at or officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and same extent as such Indemnified Parties are indemnified as of the other transactions contemplated by date of this Agreement and by Sprint or T-Mobile (iias applicable) actions pursuant to enforce this Section 5.9 or any other indemnification or advancement right the Sprint Certificate of Incorporation, the Bylaws of Sprint, the governing organizational documents of any Indemnified Party. Notwithstanding anything to subsidiary of Sprint, the contrary herein (but subject to T-Mobile Certificate of Incorporation, the Bylaws of T-Mobile and any superior rights contained indemnification agreements in the Company Constituent Documents (or, existence as relevant, those of the applicable Subsidiary date of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of this Agreement. Without limiting the indemnification obligations set forth in the immediately preceding sentence, in the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of costs and expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation to the same extent as such Indemnified Party is entitled to advancement of expenses as of the date of this Section 5.9Agreement by Sprint or T-Mobile (as applicable) pursuant to the Sprint Certificate of Incorporation, the Person who is requesting such advance shall agree Bylaws of Sprint, the governing or organizational documents of any subsidiary of Sprint, the T-Mobile Certificate of Incorporation, the Bylaws of T-Mobile and any indemnification agreements in existence as of the date of this Agreement; provided, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, the Sprint Certificate of Incorporation, the Bylaws of Sprint, the governing organizational documents of any subsidiary of Sprint, the T-Mobile Certificate of Incorporation, the Bylaws of T-Mobile and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification indemnification, and (ii) T-Mobile and Sprint (as applicable) shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that T-Mobile or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such advance was madeconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, T-Mobile and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of T-Mobile and/or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.6.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional For a period of six (6) years from the Effective Time, Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Company Constituent DocumentsEffective Time (whether asserted or claimed prior to, any agreement at or Company Plan, from and after the Effective Time) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective governing or organizational documents and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and each of the Company and the Company Subsidiaries shall perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time through and ending on the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmlessharmless each individual who is as of the date of this Agreement, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence), each present and each former a director or officer or director of the Company or any of its the Company Subsidiaries (and each Person or who may become an officer is as of the date of this Agreement, or director who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a Company Subsidiary between the date director or officer of this Agreement and the Effective Time) another Person (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements (“Losses”), incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as Party is or was a director, director or officer or employee of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such claim, action, suit or proceeding from the Surviving Corporation in accordance with the organizational documents and any indemnification or other similar agreements of the other transactions contemplated Surviving Corporation as in effect on the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by this Agreement and the DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (iior comparable organizational documents) actions to enforce this Section 5.9 or any other such indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (orother similar agreements, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Corporation shall reasonably cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shalland Merger Sub agree that all rights to indemnification, advancement of expenses and 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, subject to the immediately following sentence), each present and exculpation of each former and present director or officer or director of the Company or any of its Subsidiaries (Company Subsidiary and each Person person who may become an officer served as a director, officer, member, trustee or director fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or a any Company Subsidiary between the date of this Agreement and the Effective Time) (collectivelyeach, the together with such person’s heirs, executors or administrators, a “Company Indemnified PartiesParty”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective TimeTime as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, including (i) a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent shall, and shall cause the Surviving Company to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s articles of incorporation and by-laws or other transactions contemplated organization documents in effect immediately prior to the Effective Time or in any agreement, a true and complete copy of which agreement has been provided by this Agreement and (ii) actions the Company to enforce this Section 5.9 Parent prior to the date hereof, to which the Company or any other of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those expenses provisions of the applicable Subsidiary Surviving Company’s articles of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations incorporation and by-laws set forth in this Section 5.9Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party; provided, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined however, that such Person is not entitled all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the matter for which disposition of such advance was madeAction or resolution of such claim.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to (i) indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent permitted under applicable Law and (ii) assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Indemnitees as provided in the Company Certificate, the Company Bylaws or similar organizational document of any Subsidiary of the Company or any indemnification Contract between such Indemnitees and the Company or any such Subsidiary (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. Without limiting any additional rights that any director or employee may have under the Company Constituent Documentsforegoing, any agreement or Company PlanParent, from and after the Effective Time through Time, shall cause the sixth (6th) anniversary certificate of incorporation and by-laws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date on of this Agreement in the Company Certificate and the Company Bylaws or the applicable organizational documents of the Company’s Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, indemnify pay any expenses (including fees and hold harmless, expenses of legal counsel) of any Indemnitee under this Section 5.05 (including in connection with enforcing the indemnity and other obligations referred to the fullest extent permitted under applicable Law (and Parent shall also advance expenses in this Section 5.05) as incurred to the fullest extent permitted under applicable Law, subject provided that the person to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become whom expenses are advanced provides an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or 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, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeextent required by applicable Law.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand its Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of its Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement and previously provided to Parent, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmlessTime, to the fullest extent permitted under applicable by Applicable Law (and Parent shall also advance expenses as incurred including to the fullest extent authorized or permitted under applicable Lawby any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the to which a corporation may indemnify its officers and directors) the Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date of this Agreement, subject or who becomes prior to the immediately following sentenceEffective Time, a director or officer of the Company or any of its Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), each present against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and each former fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company is or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or any of its Subsidiaries at as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) . In the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such Action, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such Action from the Surviving Company within ten Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Company’s certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective memorandum of association or bye-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and the Company Subsidiaries to perform its obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Company agrees that it will indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, Judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such claim, action, suit or proceeding from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and the Bermuda Companies Act, the Surviving Company’s memorandum of association or bye-laws (iior comparable organizational documents) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting CenturyLink agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of Qwest and the Qwest Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any additional rights that indemnification or other similar agreements of Qwest or any director or employee may have under of the Company Constituent DocumentsQwest Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Company agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses harmless each individual who is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) , a director or officer of Qwest or any of the Qwest Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Qwest of any of the Qwest Subsidiaries as a director or officer of another Person (collectively, the “Qwest Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of investigative (including with respect to matters existing or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Qwest Indemnified Party is or was an officer or director of Qwest or any Qwest Subsidiary or is or was serving at the request of Qwest or any Qwest Subsidiary as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each Qwest Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten business days of receipt by the Surviving Company from the Qwest Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Company’s certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through Time, the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation Company to, indemnify and hold harmless, to the fullest extent permitted under by applicable Law (Legal Requirements, indemnify, defend and Parent shall also advance hold harmless, and provide advancement of expenses as incurred to, each Person who is now or at any time prior to the fullest extent permitted under applicable LawEffective Time was, subject to the immediately following sentence), each present and each former an officer or director of the Company or any of its Subsidiaries (and each an "Indemnitee" and, collectively, the "Indemnified Parties") against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any investigation (formal or informal), claim, proceeding or action that is based in whole or in part on, or arises in whole or in part out of, the fact that such Person who may become an is or was a director or officer or director of the Company or a Company Subsidiary between the date any of this Agreement its Subsidiaries, and the Effective Time) (collectivelypertaining to any matter existing or occurring, the “Indemnified Parties”)or any acts or omissions occurring, 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 Party’s service as a director, officer or 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, whether asserted or claimed prior to, or at or after after, the Effective TimeTime (including matters, including acts or omissions occurring in connection with (i) the Merger and the other transactions contemplated by approval of or entering into this Agreement and or the consummation of the Transactions or (ii) actions the Options Matters) to enforce the same extent such Persons are entitled to be indemnified, defended, held harmless or have the right to advancement of expenses as of the date of this Section 5.9 Agreement by the Company or any other of its Subsidiaries pursuant to applicable Legal Requirements, the Company Charter Documents and indemnification agreements of the Company and its Subsidiaries, if any, in existence on the date hereof with any directors or advancement right officers of any Indemnified Partythe Company and its Subsidiaries disclosed on Section 5.14 of the Company Disclosure Letter. Notwithstanding anything The Articles of Association of the Surviving Company will contain provisions with respect to indemnification and exemption that are at least as favorable to the contrary herein (but subject to any superior rights Indemnified Parties as those contained in the Company Constituent Documents (orArticles of Association as in effect on the date hereof, as relevantwhich provisions will not be amended, those repealed or otherwise modified for a period of seven years from the Effective Time in any manner that would adversely affect the rights thereunder of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company Indemnified Persons, unless such modification is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was maderequired by Legal Requirement.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand its Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of its Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmlessTime, to the fullest extent permitted under applicable by Applicable Law (and Parent shall also advance expenses as incurred including to the fullest extent authorized or permitted under applicable Lawby any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the to which a corporation may indemnify its officers and directors) the Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date of this Agreement, subject or who becomes prior to the immediately following sentenceEffective Time, a director or officer of the Company or any of its Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), each present against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and each former fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company is or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or any of its Subsidiaries at as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) . In the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such Action, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such Action from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Company’s certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through Time, the sixth (6th) anniversary Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company of any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time occurs(including this Agreement and the transactions and actions contemplated hereby)), Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, arising out of or pertaining to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to fact that the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages is or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each the Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Company’s certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to harmless each current (as of the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present Effective Time) and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s Parties’ service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons 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 (i) the Merger and the other transactions contemplated by this Agreement, to the fullest extent provided as of the date hereof in the Company Constituent Documents or contractual arrangements of the Company or its Subsidiaries existing as of the date hereof. In the event of any such Action, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as of the date of this Agreement and (ii) actions to enforce this Section 5.9 any existing contractual arrangements of the Company or any other indemnification or advancement right of any Indemnified Partyits Subsidiaries. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification indemnification. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in respect of the matter any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such advance was madesettlement, compromise or consent.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation Company to, indemnify and hold harmlessharmless each individual who is as of the date of this Agreement, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses Effective Time, a director or officer of the Company or any of its subsidiaries or who is as incurred of the date of this Agreement, or who thereafter commences prior to the fullest extent permitted under applicable LawEffective Time, subject serving at the request of the Company or any of its subsidiaries as a director or officer of another person (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the immediately following sentenceEffective Time (including this Agreement and the transactions and actions contemplated hereby)), each present and each former arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer subsidiaries or director of the Company is or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or any of its Subsidiaries at subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Bye-Laws or the governing or organizational documents of any subsidiary of the Company and any indemnification agreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the Merger and defense of any such claim, action, suit or proceeding from the other transactions contemplated by Surviving Company or Parent to the same extent as such Indemnified Parties are entitled to advancement of expenses as of the date of this Agreement and (ii) actions by the Company pursuant to enforce this Section 5.9 the Company Bye-Laws, the governing or any other indemnification or advancement right organizational documents of any Indemnified Party. Notwithstanding anything subsidiary of the Company and any indemnification agreements in existence as of the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by Applicable Law, the Company Constituent Documents (orBye-laws, and any indemnification agreements in existence as relevant, those of the applicable Subsidiary date of the Company) or applicable indemnification agreements to which any Acquired Company is a party)this Agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (ii) Parent shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that Parent or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such advance was madeconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent and/or the Surviving Company, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Company, as applicable, assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and the Company Subsidiaries to perform their respective obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Company agrees that it will indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, Judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such claim, action, suit or proceeding from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and the Bermuda Companies Act, the Surviving Company’s memorandum of association or bye-laws (iior comparable organizational documents) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of fraud or dishonesty is proved and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights existing as of the Agreement Date to indemnification, advancement of expenses and exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current and/or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective Organizational Documents and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries in effect as of the Agreement Date will continue in full force and effect in accordance with their terms, and Parent will cause the Surviving Company and the Company Subsidiaries to perform their respective obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation Company to, indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company Agreement Date, or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who was prior to or is as of the Agreement Date, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Persons”), against all claims, Liabilities, Judgments, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Action (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the Transactions)), arising out of or pertaining to the fact that the Company Indemnified Person is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such Action, (i) each Company Indemnified Person will be entitled to advancement of expenses incurred in the Merger defense of any such Action from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Person of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and (ii) actions to enforce this Section 5.9 the Bermuda Companies Act, the Surviving Company’s Organizational Documents or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification and (ii) the Surviving Company will cooperate in the defense of any such matter. Notwithstanding anything to the contrary contained in this Agreement, Parent shall not (and Parent shall cause the Surviving Company not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any Action, unless such settlement, compromise, consent or termination includes an unconditional release of all of the matter for which Company Indemnified Persons (who could have sought indemnification, advancement of expenses or exculpation from Liabilities in connection with such advance was madeAction) from all liability arising out of such Action.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and TopCo shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses harmless each individual who is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) , a director or officer of RockTenn or MWV or any of their subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of RockTenn or MWV, as applicable, or any of their respective subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or related pertaining to such the fact that the Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company RockTenn or its Subsidiaries MWV, as applicable, or services performed by such persons any of their respective subsidiaries or is or was serving at the request of the Company RockTenn or its Subsidiaries at MWV, as applicable, or any of their respective subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by RockTenn pursuant to the RockTenn Articles of Incorporation, the By-laws of RockTenn or the governing or organizational documents of any subsidiary of RockTenn, or by MWV pursuant to the MWV Certificate of Incorporation, the By-laws of MWV or the governing organizational documents of any subsidiary of MWV, as applicable, or and any indemnification agreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the Merger and defense of any such claim, action, suit or proceeding from TopCo to the other transactions contemplated by same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement and (ii) actions by RockTenn pursuant to enforce this Section 5.9 the RockTenn Articles of Incorporation, the By-laws of RockTenn or any other indemnification the governing or advancement right organizational documents of any Indemnified Party. Notwithstanding anything subsidiary of RockTenn, or by MWV pursuant to the contrary herein (but subject to MWV Certificate of Incorporation, the By-laws of MWV or the governing or organizational documents of any superior rights contained in the Company Constituent Documents (orsubsidiary of MWV, as relevantapplicable, those and any indemnification agreements in existence as of the applicable Subsidiary date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the GBCC , the DGCL, the RockTenn Articles of Incorporation or the By-laws of RockTenn, or the MWV Certificate of Incorporation or the By-laws of MWV, as applicable, and any indemnification agreements in existence as of the Company) or applicable indemnification agreements to which any Acquired Company is a party)date of this Agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (ii) TopCo shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that TopCo, MWV Surviving Company or RockTenn Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such advance was madeconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, TopCo, MWV Surviving Company and/or RockTenn Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of TopCo, MWV Surviving Company and/or RockTenn Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent and Merger Sub agree that all rights that any director to exculpation, indemnification or employee may have under the Company Constituent Documentsadvancement of expenses arising from, any agreement relating to or Company Planotherwise in respect of, from and after acts or omissions occurring prior to the Effective Time through the sixth (6th) anniversary now existing in favor of the current or former directors or officers of any of the Acquired Companies as provided in their respective certificates of incorporation, bylaws or other comparable organizational documents and any indemnification or other agreements of the Acquired Companies with any of the current or former directors or officers of any of the Acquired Companies as in effect on the date on which of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time occursTime, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmlessthe Surviving Corporation shall, to maintain in effect the fullest extent permitted under applicable Law (exculpation, indemnification and Parent shall also advance advancement of expenses provisions of each Acquired Company’s certificate of incorporation and bylaws or other comparable organizational documents in effect as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement or in any indemnification agreements of the Acquired Companies with any of their respective directors, officers or employees in effect as of the date of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time) (collectivelyTime were current or former directors, the “Indemnified Parties”), against officers or employees of 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 Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons at the request Acquired Companies; provided, however, that all rights to exculpation, indemnification and advancement 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 (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the indemnification obligations set forth in this Section 5.9, the Person who is requesting final disposition of such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeAction.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmlessharmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent permitted under applicable Law Law, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (x) the Company’s certificate of incorporation and by-laws and the organizational documents of such Subsidiaries as currently in effect and (y) the indemnification agreements listed on Section 7.7 of the Company Disclosure Schedule, which agreements shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company’s certificate of incorporation and by-laws, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Effective Time, Parent shall, and shall also advance cause the Company and the Surviving Corporation to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 7.7 (including in connection with enforcing the indemnity and other obligations referred to in this Section 7.7) as incurred to the fullest extent permitted under applicable Law, subject provided that the person to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become whom expenses are advanced provides an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or 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, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeextent required by applicable Law.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through Time, each of Parent and the sixth (6th) anniversary Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time occurs(including this Agreement and the transactions and actions contemplated hereby)), Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, arising out of or pertaining to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to fact that the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages is or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (or, as relevant, those Cayman Companies Law or the Articles of Association or the Memorandum of Association of the applicable Subsidiary of the Surviving Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification indemnification. Without limiting the foregoing, in respect the event that any claim is brought against any Company Indemnified Party, (x) Parent shall have the right to assume or direct any of its Subsidiaries to assume the defense thereof with legal counsel of Parent’s choosing, and if Parent shall assume or direct any of its Subsidiaries to assume the defense, then Parent or such Subsidiary, as applicable, shall not be liable to such Company Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Company Indemnified Party in connection with the defense thereof; provided, however, that such Company Indemnified Party may employ counsel of its own choosing, and Parent or such Subsidiary, as applicable, shall advance to such Company Indemnified Party reasonable legal expenses of such counsel, if (i) Parent does not timely assume the defense thereof or (ii) under applicable standards of professional conduct, there is an actual or potential conflict of interest between the legal defenses for Parent (or the Subsidiary) and those for the Company Indemnified Party in the conduct of the matter defense of an action; (y) the Company Indemnified Party shall cooperate with Parent or such Subsidiary, as applicable, in the defense of any such matter; and (z) Parent or such Subsidiary, as applicable, shall not be liable for which any settlement of any claim effected without its written consent (such advance was madeconsent not to be unreasonably withheld).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through Time, each of Parent and the sixth (6th) anniversary Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time occurs(including this Agreement and the transactions and actions contemplated hereby)), Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, arising out of or pertaining to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to fact that the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages is or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (or, as relevant, those Cayman Companies Law or the Articles of Association or the Memorandum of Association of the applicable Subsidiary of the Surviving Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company and such Company Indemnified Party shall cooperate with each other in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary Time, Xxxxxxxxx shall indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time occursTime, Parent shall, and 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, subject to the immediately following sentence), each present and each former a director or officer or director of the Company Janus or any of its Subsidiaries (and each Person subsidiaries or who may become an officer or director is as of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who thereafter commences prior to the Effective Time) , serving at the request of Janus or any of its subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions)), arising out of or related pertaining to such the fact that the Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company Janus or any of its Subsidiaries subsidiaries or services performed by such persons is or was serving at the request of the Company Janus or any of its Subsidiaries at subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by Janus pursuant to the Janus Certificate of Incorporation, the Bylaws of Janus or the governing or organizational documents of any subsidiary of Janus and any indemnification agreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the Merger and defense of any such claim, action, suit or proceeding from the other transactions contemplated by Surviving Corporation or Xxxxxxxxx to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement and (ii) actions by Janus pursuant to enforce this Section 5.9 the Janus Certificate of Incorporation, the Bylaws of Janus or any other indemnification the governing or advancement right organizational documents of any Indemnified Party. Notwithstanding anything subsidiary of Janus; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to extent required by the DGCL, the Janus Certificate of Incorporation or the Bylaws of Janus, and any superior rights contained indemnification agreements in the Company Constituent Documents (or, existence as relevant, those of the applicable Subsidiary date of the Company) or applicable indemnification agreements to which any Acquired Company is a party)this Agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (ii) Xxxxxxxxx shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that Xxxxxxxxx or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such advance was madeconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Xxxxxxxxx and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Xxxxxxxxx and/or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.7.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, indemnify (i) indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law (all past and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present directors and each former officer or director officers of the Company or any of and its Subsidiaries (and each Person who may become individually, an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (“Indemnified Party” and, collectively, the “Indemnified Parties”), ) against any costs or costs, expenses (including reasonable attorneys’ feesfees and expenses and disbursements), judgments, fines, losses, claims, claims damages or liabilities incurred in connection with any Actionclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such the fact that the Indemnified Party’s service as a director, officer Party is or employee of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries was at or prior to the Effective TimeTime a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was at or prior to the Effective Time serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association whether asserted or claimed prior to, at or after the Effective Time, Time (including (i) the Merger and the other transactions contemplated by with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties in connection therewith (ii) actions within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor), in each case, to enforce this Section 5.9 the fullest extent that the Company or any other indemnification the Subsidiary for which they were acting in such capacity would have been permitted to indemnify, defend, hold harmless or advancement right advance expenses under applicable Law as it presently exists or may hereafter be amended (but, in the case of any Indemnified Party. Notwithstanding anything such amendment, only to the contrary herein (but subject extent such amendment permits the Surviving Corporation to any superior provide broader indemnification rights contained in or rights of advancement of expenses than such Law permitted the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements Surviving Corporation to which any Acquired Company is a party), provide prior to making such amendment); provided that any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree 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, (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of seven years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification in respect of and advancement of expenses to directors and officers of the matter for Company, no less favorable than those contained in the Company’s Organizational Documents as of the date hereof and (iii) not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by an Indemnified Party hereunder), unless such advance was madesettlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents in writing (not to be unreasonably withheld, conditioned or delayed), and cooperates in the defense of such proceeding or threatened Action. Effective as of and from the Effective Time, the Surviving Corporation expressly assumes, and agrees to perform, the Company’s obligations under those certain Indemnification Agreements by and between the Company and those individuals listed in Section 5.06 of the Disclosure Schedule (collectively, the “Indemnification Agreements”) to the fullest extent permitted by Law, but in no event to any lesser extent than the Company would be required to perform them if the transactions contemplated hereby had not taken place.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through Time, the sixth (6th) anniversary Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company of any of the Company Subsidiaries as a director or officer of another Person (the “the Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time occurs(including this Agreement and the transactions and actions contemplated hereby)), Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, arising out of or pertaining to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to fact that the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages is or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each the Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Company’s certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of any such matter. Without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the certificate of incorporation and by-laws of the matter Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the indemnitees no less favorable to the indemnitees than as set forth in the Company Charter or the Company By-laws in effect on the date of this Agreement, which such advance was madeprovisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the indemnitees except as required by applicable Law.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Closing now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in the respective certificates of incorporation or by-laws (or comparable organizational documents) of the Company Subsidiaries and any indemnification or other similar agreements of any of the Company Subsidiaries, any agreement or Company Planin each case as in effect on the Closing Date, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through the sixth (6th) anniversary Closing, Parent agrees that it will indemnify and hold harmless each individual who is as of the date on which the Effective Time occursof this Agreement, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses Closing, a director or officer of the Company or any of the Company Subsidiaries or who is as incurred of the date of this Agreement, or who thereafter commences prior to the fullest extent permitted under applicable LawClosing, subject serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the immediately following sentenceClosing (including this Agreement and the transactions and actions contemplated hereby)), each present and each former arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages is or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective TimeClosing, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from Parent within ten (10) Business Days of receipt by Parent from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (ororganizational documents of Parent, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification indemnification. Without limiting the foregoing, in respect the event that any claim is brought against any Company Indemnified Party, (x) Parent shall have the right to assume or direct any of its Subsidiaries to assume the defense thereof with legal counsel of Parent’s choosing, and if Parent shall assume or direct any of its Subsidiaries to assume the defense, then Parent or such Subsidiary, as applicable, shall not be liable to such Company Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that such Company Indemnified Party may employ counsel of its own choosing, and Parent or such Subsidiary, as applicable, shall advance to such Company Indemnified Party reasonable legal expenses of such counsel, if (i) Parent does not timely assume the defense thereof or (ii) under applicable standards of professional conduct there is an actual or potential conflict of interest between the legal defenses for Parent (or the Subsidiary) and those for the Company Indemnified Party in the conduct of the matter defense of an action; (y) the Company Indemnified Party shall cooperate with Parent or such Subsidiary, as applicable, in the defense of any such matter; and (z) Parent or such Subsidiary, as applicable, shall not be liable for which any settlement of any claim effected without its written consent (such advance was madeconsent not to be unreasonably withheld).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Initial Holdco Merger Effective Time through the sixth (6th) anniversary Time, Marriott shall indemnify and hold harmless each individual who is as of the date on which the Effective Time occursof this Agreement, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawInitial Holdco Merger Effective Time, subject to the immediately following sentence), each present and each former a director or officer or director of the Company Starwood or any of its Subsidiaries (and each Person subsidiaries or who may become an officer or director is as of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who thereafter commences prior to the Initial Holdco Merger Effective Time) , serving at the request of Starwood, as applicable, or any of its subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Initial Holdco Merger Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or related pertaining to such the fact that the Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company Starwood or any of its Subsidiaries subsidiaries or services performed by such persons is or was serving at the request of the Company Starwood or any of its Subsidiaries at subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the Initial Holdco Merger Effective Time, whether asserted or claimed prior to, at or after the Initial Holdco Merger Effective Time, including to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by Starwood pursuant to the Starwood Charter, the Starwood By-laws or the governing organizational documents of any subsidiary of Starwood, as applicable, and any indemnification agreements with directors and officers of Starwood in existence as of the date of this Agreement and listed in Section 5.4(a) of the Starwood Disclosure Letter. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such claim, action, suit or proceeding from Marriott to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by Starwood pursuant to the Starwood Charter, the Starwood By-laws or the governing or organizational documents of any subsidiary of Starwood, as applicable, and any indemnification agreements with directors and officers of Starwood in existence as of the other transactions contemplated by date of this Agreement and (iilisted in Section 5.4(a) actions of the Starwood Disclosure Letter; provided that any person to enforce this Section 5.9 whom expenses are advanced provides an undertaking, if and only to the extent required by Applicable Law, the Starwood Charter or any other indemnification the Starwood By-laws or advancement right the governing or organizational documents of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (orStarwood subsidiary, as relevantapplicable, those and any indemnification agreements with directors and officers of Starwood in existence as of the applicable Subsidiary date of this Agreement and listed in Section 5.4(a) of the Company) or applicable indemnification agreements to which any Acquired Company is a party)Starwood Disclosure Letter, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (ii) Marriott shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that Marriott, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such advance was madeconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Marriott or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Marriott or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 5.4.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and the Company Subsidiaries to perform its obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Company agrees that it will indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such claim, action, suit or proceeding from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and the DGCL, the Surviving Company’s certificate of incorporation or bylaws (iior comparable organizational documents) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company and such Company Indemnified Party shall cooperate with each other in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any current or former officer or director or employee may have under the Company Constituent Documents, any agreement Charter or Company PlanBylaws as in effect on the date of this Agreement, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, to harmless each current (as of the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present Effective Time) and each former officer or and director of the Company or any of its Subsidiaries (from and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or and all loss and liability suffered and expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities fines and amounts paid in settlement reasonably incurred by such person in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such Indemnified Party’s service as a the fact that the indemnified Person is or was an officer, director, officer employee or employee fiduciary of the Company or its Subsidiaries or services performed by such persons at the request any 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 to the fullest extent that the Company would be permitted under applicable Law and required or permitted under the Company Charter or Company Bylaws (ior, as relevant, those of the applicable Subsidiary of the Company) as at the Merger date hereof. In the event of any such Action, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 Company Charter or any other indemnification or advancement right of any Indemnified PartyCompany Bylaws as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents Charter of Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.96.8, the Person who is requesting such advance shall agree provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay such advances all amounts so paid or reimbursed by the Surviving Corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is not entitled threatened to indemnification in respect be, made a party by reason of the matter former or present official capacity of such Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such advance was madeindemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company's directors to the extent permissible under the DGCL.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursClosing Date, Parent Purchaser shall, and shall cause the Surviving Corporation Company and the Subsidiaries to, indemnify indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law Law, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company or the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or the Subsidiaries at any time prior to the Closing Date. Purchaser agrees that all rights of the Indemnitees to indemnification and Parent exculpation from liabilities for acts or omissions by them in their capacities as such or taken at the request of the Company or the Subsidiaries occurring at or prior to the Closing Date as provided in the constituent documents of the Company or the Subsidiaries as now in effect and any indemnification agreements or arrangements of any of them shall also advance survive the Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Purchaser shall pay any expenses of any Indemnitee incurred in investigating or defending any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, relating to acts or omissions by such Indemnitee in his or her capacity as an officer or director of the Company or the Subsidiaries or taken at the request of any of them, as applicable, at any time prior to the Closing Date, and all other expenses of any Indemnitee under this Section 8.7, as incurred to the fullest extent permitted under applicable Law; provided, subject that the individual to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become whom expenses are advanced provides an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or 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, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree undertaking to repay such advances if it to the extent required by applicable Law. Notwithstanding the foregoing, the foregoing rights shall not apply to the extent any Indemnitee is ultimately determined that the beneficiary of any insurance policy with respect to such Person matters or is not entitled subject to indemnification in respect pursuant to the constituent documents of the matter for which such advance was madeParent or Seller or any agreement between any Indemnitee and Parent or Seller.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent and Sub agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions arising or occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, employees and agents of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) shall be assumed and performed by the Surviving Corporation, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Parent and Sub agree that any director or employee may have under existing indemnification agreements between the Company Constituent Documentsand any current or former director, officer, employee or agent of the Company or any of its subsidiaries shall be assumed and performed by the Surviving Corporation, without any further action, at the Effective Time and shall survive the Merger and continue in full force and effect in accordance with their terms. In the event of any threatened or actual claim, action, suit, demand, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any agreement such claim, action, suit, demand, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of the Company Planor any subsidiary of the Company (the "Indemnified Parties") is, from or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, employee, fiduciary or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company or any subsidiary of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) with respect to the directors and officers of the Company, the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify and hold harmless, as and to the full extent permitted by applicable law, each Indemnified Party (or, with respect to the obligation in clause (ii) above, the directors and officers of the Company) against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement (collectively, "DAMAGES") in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, demand, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Company, and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, promptly pay expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party (or, with respect to the obligation in clause (ii) above, the directors and officers of the Company), to the fullest extent permitted under by applicable Law (and Parent law. Notwithstanding the foregoing, indemnification and/or payment of expenses hereunder shall also advance expenses as incurred only be required to the fullest extent permitted under applicable Law, subject that the Damages are not ultimately covered by insurance and actually paid to the immediately following sentence), each present and each former officer or director Indemnified Party pursuant to such insurance coverage. For the avoidance of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectivelydoubt, the “Indemnified Parties”)advancement of expenses shall occur, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Actionif required hereunder, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service not a determination has been made as a director, officer or 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 Timeavailability of insurance coverage, whether asserted and then, if a subsequent payment is made by the insurance carrier, those advanced expenses will be remitted back to Parent or claimed prior toSurviving Corporation, at or after as the Effective Timecase may be, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those extent of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeinsurance payment.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, agents or employees of the Company and the Company Subsidiaries as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their respective terms, and Parent shall cause the Company and the Company Subsidiaries to perform their respective obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary Time, each of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation toCompany agrees that it will, to the maximum extent set forth in the Company Charter and Company By-laws and under applicable Law, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses harmless each individual who is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (collectively, the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Action, arising out of or pertaining to (i) matters existing or occurring at or prior to the Effective TimeTime (including the decision of the Company Board to enter into this Agreement, the terms of this Agreement and the pendency and consummation of the transactions and actions contemplated hereby) or (ii) the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) . In the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such Action, (A) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided, however, that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the FBCA or the Company Constituent Documents Charter or Company By-laws (or, in each case as relevant, those of in effect immediately prior to the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a partyEffective Time), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to be indemnified by the Surviving Corporation as authorized by the FBCA, (B) without limiting the foregoing, each Company Indemnified Party may retain the Company’s regularly engaged independent legal counsel (provided that such engagement would not create a conflict of interest under applicable rules of ethics) or other counsel satisfactory to them, and Parent and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Company Indemnified Party as promptly as statements therefor are received, (C) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Company Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Company Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Company Indemnified Party otherwise consents, and (D) Parent and the Surviving Corporation shall use their reasonable best efforts to assist in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and 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 the Company Charter and Company Bylaws in effect as incurred to of the fullest extent permitted under applicable Law, subject to the immediately following sentence)date hereof, each present (as of the Effective Time) and each former officer or director of the Company or any of and its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such (i) the fact that the Indemnified Party’s service as a Party is or was an officer, director, officer fiduciary or employee agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring, or services performed by such persons an Indemnified Party at the request of the Company or any of its Subsidiaries Subsidiaries, at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including including, for the avoidance of doubt, in connection with (ix) the Merger and the other transactions contemplated by this Agreement and (iiy) actions to enforce this Section 5.9 provision or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the contrary herein (but subject to any superior rights contained in fullest extent permitted under applicable Law and the Company Constituent Documents (orCharter and Company Bylaws as at the date hereof, as relevantprovided, those of that any Person to whom expenses are advanced provides an undertaking, if and only to the applicable Subsidiary of extent required by the Company) DGCL or applicable indemnification agreements to which any Acquired the Company is a party)Charter or Company Bylaws, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent and Sub agree that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under the Company Constituent Documents, any agreement omissions occurring at or Company Plan, from and after prior to the Effective Time through the sixth (6th) anniversary now existing in favor of the current or former directors or officers or employees of the Company and its Subsidiaries as provided in their respective certificate of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company as in effect on the date on which of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time occurs, Parent shallTime, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to, indemnify to comply with and hold harmlesshonor the foregoing obligations. During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted under by applicable Law (and Parent shall also advance expenses as incurred including to the fullest extent authorized or permitted under applicable Lawby any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the degree to which a corporation may indemnify its officers and directors), subject the Surviving Corporation agrees that it will indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the immediately following sentenceEffective Time, a director or officer of the Company or any of its Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its Subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), each present against all claims, losses, liabilities, damages, judgments, fines, amounts paid in settlement and each former fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Legal Proceeding (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company is or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or any of its Subsidiaries at as a director or prior to the Effective Timeofficer of another person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Legal Proceeding, including (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right defense of any such Legal Proceeding from the Surviving Corporation within fifteen (15) Business Days of receipt by the Surviving Corporation from the Company Indemnified Party. Notwithstanding anything Party of a request therefor accompanied by reasonable supporting documentation; provided, that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Corporation’s certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (ii) the Surviving Corporation shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Holdco agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of Westar, the Westar Subsidiaries, GPE and the GPE Subsidiaries as provided in their respective Organization Documents and any indemnification or other similar Contracts of Westar, any Westar Subsidiary, GPE or any GPE Subsidiary, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Holdco shall cause the Westar Surviving Corporation and the Westar Subsidiaries to perform their respective obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Holdco agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses harmless each individual who is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) , a director, officer or employee of Westar, any Westar Subsidiary, GPE or any GPE Subsidiary or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Westar, any Westar Subsidiary, GPE or any GPE Subsidiary as a director, officer or employee of another Person (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any ActionClaim, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or related pertaining to such the fact that the Indemnified Party’s service Party is or was a director, officer or employee of Westar, any Westar Subsidiary, GPE, any GPE Subsidiary or is or was serving at the request of Westar, any Westar Subsidiary, GPE or any GPE Subsidiary as a director, officer or 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 Timeanother Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any Claim covered under this Section 6.09, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right defense of any Indemnified Party. Notwithstanding anything such Claim from Holdco; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (orextent required by applicable Law or Holdco’s Organizational Documents, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (ii) Holdco shall cooperate in respect good faith in the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent DocumentsEntities as provided in their respective Organizational Documents and any indemnification or other similar agreements of any Company Entity, in each case, as in effect on the date of this Agreement and made available to Parent, shall continue in full force and effect in accordance with their terms, following the Effective Time, (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall, following the Effective Time, cause the Surviving Corporation and the Company Subsidiaries to perform their respective obligations thereunder. Parent shall not permit any agreement such indemnification, advancement of expenses or Company Planexculpation provision to be amended, from and repealed or otherwise modified after the Effective Time through in any manner that would adversely affect the rights of the Company Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) , a director or officer of any Company Entity or who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Company Entity as a director or officer (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigativeincluding attorneys’ fees and disbursements, arising out of or related pertaining to such Indemnified Party’s service as a director, officer or employee of the fact that the Company Indemnified Party is or its Subsidiaries was a director or services performed by such persons officer of any Company Entity or is or was serving at the request of the any Company Entity as a director or its Subsidiaries at or prior to the Effective Timeofficer, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any Claim regarding the foregoing, (i) each Company Indemnified Party shall be entitled to advancement of expenses incurred in the Merger defense of any such Claim from Parent within ten (10) Business Days after receipt by Parent from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and (ii) actions to enforce this Section 5.9 applicable Law or the applicable Company Entity’s Organizational Documents or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person is person was not entitled to indemnification indemnification, (ii) Parent and the Surviving Corporation will have the right to control the defense of such Claim after the Effective Time, and (iii) subject to the foregoing clause (ii), each Company Indemnified Party will be entitled to participate in the defense of such Claim with his or her own counsel. Any determination required to be made with respect to whether any Company Indemnified Party’s conduct complies with an applicable standard under applicable Law, the applicable Organizational Documents of the matter for which such advance was madeSurviving Corporation or its Subsidiaries or applicable indemnification agreements, as the case may be, shall be made by independent legal counsel selected by Parent and reasonably acceptable to the Company Indemnified Party.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional For a period of six (6) years from the Effective Time, Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Company Constituent DocumentsEffective Time (whether asserted or claimed prior to, any agreement at or Company Plan, from and after the Effective Time) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective governing or organizational documents and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause each of the Company and the Company Subsidiaries to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time through and ending on the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmlessharmless each individual who is as of the date of this Agreement, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence), each present and each former a director or officer or director of the Company or any of its the Company Subsidiaries (and each Person or who may become an officer is as of the date of this Agreement, or director who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a Company Subsidiary between the date director or officer of this Agreement and the Effective Time) another Person (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements (“Losses”), incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as Party is or was a director, director or officer or employee of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such claim, action, suit or proceeding from the Surviving Corporation in accordance with the organizational documents and any indemnification or other similar agreements of the other transactions contemplated Surviving Corporation as in effect on the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by this Agreement and the DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (iior comparable organizational documents) actions to enforce this Section 5.9 or any other such indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (orother similar agreements, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Corporation shall reasonably cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (ad) Without limiting any additional rights that any director or employee may have under For the Company Constituent Documents, any agreement or Company Plan, from and six (6) year period commencing immediately after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursClosing Date, Parent shall, and Buyer shall cause each of Intermediate LLC, the Surviving Corporation Company, the Subsidiaries and any of their successors or assigns to, indemnify and hold harmlessindemnify, to the fullest extent permitted under applicable Law Law, the individuals who on or prior to the Closing Date were directors, managers or officers of such entities (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of Seller, Intermediate LLC, the Company or any of the Subsidiaries at any time prior to the Closing Date. Buyer agrees, for and Parent on behalf of itself, Intermediate LLC, the Company, the Subsidiaries or any of their successors or assigns, that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective Organizational Documents of such entities as now in effect, and any indemnification agreements or arrangements of or on behalf of Intermediate LLC, the Company or any of the Subsidiaries, shall also advance survive the Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Buyer shall, and shall cause Intermediate LLC, the Company, or the Subsidiaries, as applicable, to pay any expenses of any Indemnitee under this Section 7.4, as incurred to the fullest extent permitted under applicable Law, subject provided that the Person to the immediately following sentence)whom expenses are advanced provides an undertaking to repay such advances if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by Intermediate LLC, each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or 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, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeSubsidiaries.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent and Merger Sub agree that all rights that any director to exculpation, indemnification or employee may have under the Company Constituent Documentsadvancement of expenses arising from, any agreement relating to or Company Planotherwise in respect of, from and after acts or omissions occurring prior to the Effective Time through the sixth (6th) anniversary now existing in favor of the current or former directors or officers of any of the Acquired Companies as provided in their respective certificates of incorporation, bylaws or other comparable organizational documents and any indemnification or other agreements of the Acquired Companies with any of the current or former directors or officers of any of the Acquired Companies as in effect on the date on which of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time occursTime, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall, and or shall cause the Surviving Corporation to, indemnify maintain in effect the exculpation, indemnification and hold harmless, to the fullest extent permitted under applicable Law (advancement of expenses provisions of each Acquired Company’s certificate of incorporation and Parent shall also advance expenses bylaws or other comparable organizational documents in effect as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement or in any indemnification agreements of the Acquired Companies with any of their respective directors, officers or employees in effect as of the date of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time) (collectivelyTime were current or former directors, the “Indemnified Parties”), against officers or employees of 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 Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons at the request Acquired Companies; provided, however, all rights to exculpation, indemnification and advancement 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 (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the indemnification obligations set forth in this Section 5.9, the Person who is requesting final disposition of such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was made.Action. 50

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any current or former officer or director or employee may have under the Company Constituent Documents, any agreement Charter or Company PlanBylaws as in effect on the date of the Original Agreement, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, to harmless each current (as of the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present Effective Time) and each former officer or and director of the Company or any of its Subsidiaries (from and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or and all loss and liability suffered and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities fines and amounts paid in settlement reasonably incurred by such person in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such Indemnified Party’s service as a the fact that the indemnified Person is or was an officer, director, officer employee or employee fiduciary of the Company or its Subsidiaries or services performed by such persons at the request any 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 to the fullest extent that the Company would be permitted under applicable Law and required or permitted under the Company Charter or Company Bylaws (ior, as relevant, those of the applicable Subsidiary of the Company) as at the Merger date of the Original Agreement. In the event of any such Action, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 Company Charter or any other indemnification or advancement right Company Bylaws as at the date of any Indemnified Partythe Original Agreement. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents Charter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.96.8, the Person who is requesting such advance shall agree provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay such advances all amounts so paid or reimbursed by the Surviving Corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is not entitled threatened to indemnification in respect be, made a party by reason of the matter former or present official capacity of such Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such advance was madeindemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company's directors to the extent permissible under the CGCL.

Indemnification, Exculpation and Insurance. (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective governing or organizational documents and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries set forth on Section 6.04 of the Company Disclosure Letter, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, for a period of no less than six (6) years from and after the Effective Time, and Parent shall cause each of the Company and the Company Subsidiaries to perform its obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through and ending on the date that is the sixth (6th) anniversary of the date on which the Effective Time occursClosing Date, Parent shall, and shall cause the Surviving Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmlessharmless each individual who is as of the date of this Agreement, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence), each present and each former a director or officer or director of the Company or any of its the Company Subsidiaries (and each Person or who may become an officer is as of the date of this Agreement, or director who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a Company Subsidiary between the date director or officer of this Agreement and the Effective Time) another Person (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements (“Losses”), incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as Party is or was a director, director or officer or employee of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger fullest extent permitted under governing or organizational documents and any indemnification or other similar agreements of the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 Company or any other indemnification or advancement right of the Company Subsidiaries set forth on Section 6.04 of the Company Disclosure Letter. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation in accordance with the organizational documents of the Surviving Corporation as in effect on the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein extent required by the DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a partycomparable organizational documents), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Corporation shall reasonably cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through Time, the sixth (6th) anniversary Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties“), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time occurs(including this Agreement and the transactions and actions contemplated hereby)), Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, arising out of or pertaining to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to fact that the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages is or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Company’s certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional For a period of six (6) years from the Effective Time, Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring prior to the Company Constituent DocumentsEffective Time (whether asserted or claimed prior to, any agreement at or Company Plan, from and after the Effective Time) existing as of the date of this Agreement in favor of the current or any former directors or officers of the Company and the Company Subsidiaries as provided in their respective governing or organizational documents and any indemnification or other similar agreements between such Persons and set forth in Section 7.05(a) of the Company Disclosure Letter, in each case in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall continue in full force and effect in accordance with their terms, and each of the Company and the Company Subsidiaries shall perform its obligations thereunder to the fullest extent available under Delaware law. Without limiting the foregoing, during the period commencing at the Effective Time through and ending on the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmlessshall, to the fullest extent permitted available under applicable Law (Delaware law, indemnify and Parent shall also advance expenses as incurred hold harmless each individual who was prior to the fullest extent permitted under applicable Lawdate of this Agreement, subject is as of the date of this Agreement, or who becomes prior to the immediately following sentence)Effective Time, each present and each former a director or officer or director of the Company or any of its the Company Subsidiaries (and each Person or who may become an officer is as of the date of this Agreement, or director who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a Company Subsidiary between the date director or officer of this Agreement and the Effective Time) another Person (collectively, the “Company Indemnified Parties”), in such capacity, against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements (“Losses”), incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as Party is or was a director, director or officer or employee of the Company or its Subsidiaries any Company Subsidiary at or services performed by such persons prior to the Effective Time or is or was serving at the request of the Company or its Subsidiaries any Company Subsidiary as a director or officer of another Person at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, (ix) to the Merger fullest extent available under Delaware law, each Company Indemnified Party will be entitled to advancement of reasonable and documented out-of-pocket expenses incurred in the other transactions contemplated by this Agreement and (ii) actions defense of any such claim, action, suit or proceeding from the Surviving Corporation in connection with matters for which such Indemnified Persons are eligible to enforce be indemnified pursuant to this Section 5.9 or 7.05(a) within 15 days after receipt by Parent of a written request for such advance; provided, that any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything person to the contrary herein (but subject to any superior rights contained whom expenses are advanced provides an undertaking in the Company Constituent Documents (or, as relevant, those favor of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree Surviving Corporation to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification pursuant to this Section 7.05(a) and (y) the Surviving Corporation shall reasonably cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through Time, the sixth Surviving Corporation and its Subsidiaries shall (6th) anniversary of the date on which the Effective Time occurs, and Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to) (i) indemnify, indemnify defend and hold harmless, to the fullest extent permitted under applicable Law (all past and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present directors and each former officer or director officers of the Company or any of and its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), ) against any costs or costs, expenses (including reasonable attorneys’ feesfees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, Action arising out of or related pertaining to such the fact that the Indemnified Party’s service Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee of the Company benefit plan or its Subsidiaries other enterprise, including any charitable or services performed by such persons at the request of the Company not-for profit public service organization or its Subsidiaries at or prior to the Effective Timetrade association, whether asserted or claimed prior to, at or after the Effective Time, Time (including (i) the Merger with respect to acts or omissions occurring in connection with this Agreement and the other consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within ten (10) days of receipt by this Agreement Parent or the Surviving Corporation from an Indemnified Party of a request therefor, together with an undertaking by such Indemnified Party to repay all amounts so advanced in the event it is ultimately and finally determined by a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified hereunder or under applicable Law), to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, subject to applicable Law, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment), and (ii) actions without limitation to enforce this Section 5.9 clause (i) above, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any other successor’s) Certificate of Incorporation and By-Laws for a period of six (6) years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification or of and advancement right of any Indemnified Party. Notwithstanding anything expenses to directors and officers of the contrary herein (but subject to any superior rights Company, no less favorable than those contained in the Company Constituent Documents (orCompany’s Certificate of Incorporation and the Company’s By-Laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeapplicable.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation and the Second Surviving Entity to, indemnify and hold harmlessharmless each individual who is as of the date of this Agreement, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence)a director or officer of Parent, each present and each former officer or director of the Company or any of its their respective Subsidiaries (and each Person or who may become an officer or director is as of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who thereafter commences prior to the Effective Time) (collectively, serving at the request of Parent, the “Company or any of their respective Subsidiaries as a director or officer of another person (the Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions)), arising out of or related pertaining to such the fact that the Indemnified Party’s service as a director, Party is or was an officer or employee director of Parent, the Company or its any of their respective Subsidiaries or services performed by such persons is or was serving at the request of Parent, the Company or its any of their respective Subsidiaries at as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by Parent or the Company pursuant to the Parent Company Certificate of Incorporation, the Parent Bylaws, Company Certificate of Incorporation, the Bylaws of the Company or the governing or organizational documents of any of their respective Subsidiaries and any indemnification agreements in existence as of the date of this Agreement (as applicable). In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the Merger and defense of any such claim, action, suit or proceeding from the other transactions contemplated by Surviving Corporation, the Second Surviving Entity or Parent to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement and (ii) actions by Parent or the Company pursuant to enforce this Section 5.9 the Parent Certificate of Incorporation, Parent Bylaws, Company Certificate of Incorporation, the Bylaws of the Company or any other indemnification the governing or advancement right organizational documents of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company (as applicable); provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, the Parent Certificate of Incorporation, the Parent Bylaws, the Company Certificate of Incorporation or the Bylaws of the Company) or applicable , and any indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect existence as of the indemnification obligations set forth in date of this Section 5.9Agreement, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (ii) Parent shall, and shall cause its Subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that Parent, the Surviving Corporation, the Second Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such advance was madeconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent, the Surviving Corporation and/or the Second Surviving Entity, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent, the Surviving Corporation and/or the Second Surviving Entity, as applicable, assume the obligations set forth in this Section 6.6.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors and officers of the Company Constituent DocumentsEntities as provided in their respective Organizational Documents and any indemnification or other similar agreements of any Company Entity, any agreement or in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, following the Effective Time, and Parent shall, following the Effective Time, cause the Surviving Corporation and the Company Plan, Subsidiaries to perform their respective obligations thereunder. For a period of six (6) years from and after the Effective Time through the sixth (6th) anniversary Time, Parent shall not permit any such indemnification, advancement of the date on which expenses or exculpation provision to be amended, repealed or otherwise modified after the Effective Time occursin any manner that would adversely affect the rights of the Company Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, for a period of six (6) years from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) , a director or officer of any Company Entity and the heirs and personal representatives of each of the foregoing (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigativeincluding attorneys’ fees and disbursements, arising out of or related pertaining to such Indemnified Party’s service as a director, officer or employee of the fact that the Company Indemnified Party is or its Subsidiaries was a director or services performed by such persons at the request officer of the any Company or its Subsidiaries at or prior to the Effective TimeEntity, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the fullest extent permitted under applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeLaw.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Entities as provided in their respective Organizational Documents and in any indemnification or other similar agreements of any Company Entity, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Surviving Corporation and the Company Subsidiaries to perform their respective obligations thereunder. Parent shall not permit any such indemnification, advancement of expenses or exculpation provision to be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights of the Company Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) , a director, officer or employee of any Company Entity or who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Company Entity as a director, officer or employee of another Person (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any ActionClaim, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated by this Agreement)), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service Party is or was a director, officer or employee of any Company Entity or is or was serving at the request of any Company Entity as a director, officer or 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 Timeanother Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such Claim, (i) each Company Indemnified Party shall be entitled to advancement of expenses incurred in the Merger defense of any such Claim from Parent within ten (10) Business Days after receipt by Parent from the Company Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and (ii) actions to enforce this Section 5.9 applicable Law or the applicable Company Entity’s Organizational Documents or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (ii) Parent and the Surviving Corporation shall cooperate in respect good faith in the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through Time, the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent Surviving Company and its Subsidiaries shall, and shall Parent will cause the Surviving Corporation Company and its Subsidiaries to, indemnify jointly and severally, indemnify, defend and hold harmlessharmless each Indemnified Party against all claims, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Lawlosses, subject to the immediately following sentence)liabilities, each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)damages, judgments, finesfines and reasonable fees, lossescosts and expenses, claimsincluding attorneys’ fees and disbursements, damages or liabilities incurred in connection with any Actionclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising at or prior to the Effective Time out of or related pertaining to such the fact that the Indemnified Party’s service as a directorParty is or was an officer, officer director or employee manager of the Company or its Subsidiaries any Company Subsidiary or, while an officer, director or services performed by such persons manager of the Company or any Company Subsidiary, is or was serving at the request of the Company or its Subsidiaries at a Company Subsidiary as an officer, director or prior to the Effective Timemanager of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted to do so by applicable Law. Each Indemnified Party will be entitled to advancement of expenses (including (iattorneys’ fees) incurred in the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right defense of any such claim, action, suit, proceeding or investigation from the Surviving Company or its Subsidiaries; provided that any Indemnified Party. Notwithstanding anything Party to whom expenses are to be advanced provides prior to any receipt of such advances an undertaking, to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or other applicable Law, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Person Indemnified Party is not entitled to indemnification in respect under applicable Law. Without limitation of the matter foregoing or any other provision of this Section 6.05, for which a period of six (6) years from and after the Effective Time, Parent and the Company agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any Company Subsidiary or in any indemnification agreement between such advance was madeIndemnified Party and the Company or any Company Subsidiary as in effect on the date hereof, shall survive the Merger and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursClosing Date, Parent shall, and Purchaser shall cause the Surviving Corporation toCompany and the Subsidiaries to indemnify, indemnify defend and hold harmless, to the fullest extent permitted under applicable Law Law, including contractual indemnification and under the respective certificate of incorporation, bylaws or comparable organizational documents of the Company or such Subsidiary in effect on the date hereof, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company or any of the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of the Subsidiaries or taken at the request of the Company or any of the Subsidiaries at any time prior to the Closing Date. Purchaser agrees that all rights of the Indemnitees to indemnification and Parent exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective certificate of incorporation or bylaws or comparable organizational documents of the Company or any of the Subsidiaries as now in effect, and any indemnification agreements or arrangements of the Company or any of the Subsidiaries shall also advance survive the Closing Date and shall continue in full force and effect in accordance with their terms. Purchaser shall not permit the Company or any Subsidiary to amend, or otherwise modify such rights or agreements in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Purchaser shall cause the Company and the Subsidiaries to pay any and all legal and other fees, costs and expenses (including the cost of investigation and preparation) of any Indemnitee under this Section 8.7, as incurred and to the fullest extent permitted under applicable LawLaw and the respective certificate of incorporation, subject to the immediately following sentence), each present and each former officer bylaws or director comparable organizational documents of the Company or any such Subsidiary in effect on the date hereof, provided, however, that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law and the applicable certificate of its Subsidiaries (and each Person who may become an officer incorporation, bylaws or director comparable organizational documents of the Company or a Company such Subsidiary between in effect on the date of this Agreement hereof. Purchaser shall pay or cause to be paid all fees, costs and the Effective Time) (collectivelyexpenses, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities that may be incurred by an Indemnitee in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or 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, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce enforcing this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was made8.7.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and or shall cause the Surviving Corporation Company to, indemnify and hold harmlessharmless BBAM, to the fullest extent permitted under applicable Law (Manager, and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Lawtheir respective Affiliates, subject to the immediately following sentence), and each present and each former officer or director (as of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) and former officer, director or employee of the Company, BBAM, the Manager, and their respective Affiliates (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such the fact that the Indemnified Party’s service as Party is or was a directormanager, officer officer, director or employee employee, of the Company or any of its Subsidiaries (or, to the extent providing services to or services performed by such persons at otherwise involved with the request Company, of BBAM, the Company Manager or its Subsidiaries their respective Affiliates), and pertaining to any matter existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and same extent such persons are indemnified as of the other transactions contemplated by date of this Agreement and (ii) actions to enforce this Section 5.9 by the Company or any other indemnification of its Subsidiaries pursuant to the Company Charter, Company Bye-laws, or advancement right organizational documents of any Company Subsidiary, as at the date hereof or pursuant to indemnification agreements, if any, in existence on the date hereof. In the event of any such Action, (A) each Indemnified Party. Notwithstanding anything Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Company to the contrary herein (but subject to any superior rights contained in same extent such Indemnified Party is indemnified as of the date of this Agreement by the Company Constituent Documents (oror any of its Subsidiaries pursuant to the Company Charter, Company Bye-laws, or organizational documents of any Company Subsidiary as relevant, those of the applicable Subsidiary of date hereof or pursuant to indemnification agreements, if any, in existence on the Company) date hereof; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Bermuda Companies Act or applicable indemnification agreements to which any Acquired the Company is a party)Charter or Company Bye-laws, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective articles of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and the Company Subsidiaries to perform its obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through Time, the sixth (6th) anniversary Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time occursTime, Parent shall, and 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, subject to the immediately following sentence), each present and each former a director or officer or director of the Company or any of its the Company Subsidiaries (and each Person or who may become an officer is as of the date of this Agreement, or director who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a Company Subsidiary between the date director or officer of this Agreement and the Effective Time) another Person (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as Party is or was a director, director or officer or employee of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of reasonable expenses of counsel reasonably selected by the Indemnified Parties, incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if any only to the contrary herein extent required by the MBCA or the Surviving Company’s articles of incorporation or bylaws (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Companyor comparable organizational documents) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any current or former officer or director or employee may have under the Company Constituent Documents, any agreement Charter or Company PlanBylaws as in effect on the date of the Original Agreement, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, to harmless each current (as of the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present Effective Time) and each former officer or and director of the Company or any of its Subsidiaries (from and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or and all loss and liability suffered and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities fines and amounts paid in settlement reasonably incurred by such person in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such Indemnified Party’s service as a the fact that the indemnified Person is or was an officer, director, officer employee or employee fiduciary of the Company or its Subsidiaries or services performed by such persons at the request any 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 to the fullest extent that the Company would be permitted under applicable Law and required or permitted under the Company Charter or Company Bylaws (ior, as relevant, those of the applicable Subsidiary of the Company) as at the Merger date of the Original Agreement. In the event of any such Action, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 Company Charter or any other indemnification or advancement right Company Bylaws as at the date of any Indemnified Partythe Original Agreement. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents Charter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.96.8, the Person who is requesting such advance shall agree provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay such advances all amounts so paid or reimbursed by the Surviving Corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is not entitled threatened to indemnification in respect be, made a party by reason of the matter former or present official capacity of such Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such advance was madeindemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company’s directors to the extent permissible under the CGCL.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent and Merger Sub agree that all rights that any director to exculpation, indemnification or employee may have under the Company Constituent Documentsadvancement of expenses arising from, any agreement relating to or Company Planotherwise in respect of, from and after acts or omissions occurring prior to the Effective Time through the sixth (6th) anniversary now existing in favor of the current or former directors or officers of any of the Acquired Companies as provided in their respective certificates of incorporation, bylaws or other comparable organizational documents and any indemnification or other agreements of the Acquired Companies with any of the current or former directors or officers of any of the Acquired Companies as in effect on the date on which of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time occursTime, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall, and or shall cause the Surviving Corporation to, indemnify maintain in effect the exculpation, indemnification and hold harmless, to the fullest extent permitted under applicable Law (advancement of expenses provisions of each Acquired Company’s certificate of incorporation and Parent shall also advance expenses bylaws or other comparable organizational documents in effect as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement or in any indemnification agreements of the Acquired Companies with any of their respective directors, officers or employees in effect as of the date of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time) (collectivelyTime were current or former directors, the “Indemnified Parties”), against officers or employees of 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 Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons at the request Acquired Companies; provided, however, all rights to exculpation, indemnification and advancement 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 (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the indemnification obligations set forth in this Section 5.9, the Person who is requesting final disposition of such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeAction.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmlessharmless each individual who at the Effective Time is, or at any time prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time was, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement) and expenses (including fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or services performed investigation (whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director, officer or employee of the Company or such persons Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee, agent, trustee or fiduciary of the Company or such Subsidiary or taken at the request of the Company or its such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise (including any employee benefit plans)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent permitted by Law and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective TimeTime as provided in the Company’s certificate of incorporation and bylaws and the organizational documents of such Subsidiaries as currently in effect. Without limiting the foregoing, whether asserted or claimed prior toParent, at or from and after the Effective Time, including (i) shall cause the Merger certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company’s certificate of incorporation and bylaws, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Effective Time, Parent shall, and shall cause the Company and the other transactions contemplated by this Agreement Surviving Corporation to, pay any expenses (including fees and (iiexpenses of legal counsel) actions to enforce of any Indemnitee under this Section 5.9 or any 6.7 (including in connection with enforcing the indemnity and other indemnification or advancement right of any Indemnified Party. Notwithstanding anything obligations referred to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.96.7) reasonably incurred by such Indemnitee in connection with investigating or defending any such to the fullest extent permitted under applicable Law, provided that the Person who is requesting such advance shall agree person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Person Indemnitee is not entitled to indemnification in respect of be indemnified under applicable Law; provided, however, that the matter Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written consent (which such advance was madeconsent shall not be unreasonably withheld or delayed).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation toshall indemnify, indemnify defend and hold harmless, and Parent shall itself indemnify, defend and hold harmless (jointly and severally with the Surviving Corporation), in each case, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable by Applicable Law, subject to the immediately following sentence), each present and former officers, directors, employees and employee benefit plan fiduciaries (each former officer or director an “Indemnified Party”) of the Company or any of and its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), all judgments, fines, losses, claims, damages damages, fines, penalties and liabilities in respect of acts or liabilities incurred omissions occurring at or prior to the Effective Time (including acts or omissions occurring in connection with any Actionthis Agreement, whether civilthe MBO Agreement and the transactions contemplated hereby and thereby), criminalincluding amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, administrative or investigativedelayed or, arising out of or related to conditioned) (“Indemnified Amounts”) if such Indemnified Party’s service as Amounts result from actions brought by reason of the fact that such Indemnified Party is or was a director, officer or employee of the Company or its Subsidiaries is or services performed by such persons was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or its Subsidiaries at similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, whether arising prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time. Parent and Sub agree that all rights to exculpation, including (i) advancement of expenses and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the DGCL, the Certificates of Incorporation or the Bylaws of the Company and its Subsidiaries, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. Without limiting the other transactions contemplated generality of the preceding sentence, in the event that any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by this Agreement Section 5.05 after the Effective Time, Parent shall, and the Surviving Corporation shall (ii) actions jointly and severally), to enforce this Section 5.9 the fullest extent permitted by law, promptly advance to such Indemnified Party his or any her legal or other indemnification or advancement right expenses (including the cost of any Indemnified Party. Notwithstanding anything investigation and preparation incurred in connection therewith), subject to the contrary herein (but subject providing by such Indemnified Party of an undertaking to any superior rights contained reimburse all amounts so advanced in the Company Constituent Documents (orevent of a non-appealable determination of a court of competent jurisdiction that such Indemnified Party is not entitled thereto. For at least six years after the Effective Time, as relevantParent and the Surviving Corporation will jointly and severally, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which without any Acquired Company is a party)lapse in coverage, prior to making any advance provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the indemnification obligations set forth Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy (each an "Insured Party") on terms with respect to coverage and amount no less favorable in any material respect than those of such policy in effect on the date hereof; provided, that the Surviving Corporation shall not be obligated to expend annual premiums for such insurance during such period in excess of 200% of the per annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Section 5.9Agreement; provided that if the annual premium for such insurance shall exceed such 200% in any year, the Person who is requesting Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeamount.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any current or former officer or director or employee may have under the Company Constituent Documents, any agreement Charter or Company PlanBylaws as in effect on the date of this Agreement, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, to harmless each current (as of the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present Effective Time) and each former officer or and director of the Company or any of its Subsidiaries (from and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or and all loss and liability suffered and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities fines and amounts paid in settlement reasonably incurred by such person in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such Indemnified Party’s service as a the fact that the indemnified Person is or was an officer, director, officer employee or employee fiduciary of the Company or its Subsidiaries or services performed by such persons at the request any 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 to the fullest extent that the Company would be permitted under applicable Law and required or permitted under the Company Charter or Company Bylaws (ior, as relevant, those of the applicable Subsidiary of the Company) as at the Merger date hereof. In the event of any such Action, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 Company Charter or any other indemnification or advancement right of any Indemnified PartyCompany Bylaws as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents Charter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.96.8, the Person who is requesting such advance shall agree provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay such advances all amounts so paid or reimbursed by the Surviving Corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is not entitled threatened to indemnification in respect be, made a party by reason of the matter former or present official capacity of such Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such advance was madeindemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company's directors to the extent permissible under the CGCL.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective Organization Documents and any indemnification or other similar Contracts of the Company or any Company Subsidiary, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Surviving Corporation and the Company Subsidiaries to perform their respective obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses harmless each individual who is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its Subsidiaries any Company Subsidiary as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Claim, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any Claim covered under this Section 6.09, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right defense of any Indemnified Party. Notwithstanding anything such Claim from Parent; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by applicable Law or the Company Constituent Documents (orSurviving Corporation’s Organizational Documents, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (ii) the Surviving Corporation shall cooperate in respect good faith in the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and the Company Subsidiaries to perform its obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Company agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses harmless each individual who is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein extent required by the MBCA or the Surviving Company’s articles of incorporation or by-laws (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a partycomparable organizational documents), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Xxxxxx and Xxxxxx Sub agree that all rights that any to indemnification, advancement of expenses and exculpation of each former and present director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and 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, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (Company Subsidiary and each Person person who may become an officer served as a director, officer, member, trustee or director fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or a any Company Subsidiary between the date of this Agreement and the Effective Time) (collectivelyeach, the together with such person’s heirs, executors or administrators, a “Company Indemnified PartiesParty”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective TimeTime as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, including (i) a correct and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any Company Subsidiary is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificate of incorporation and bylaws or other transactions contemplated organizational documents in effect immediately prior to the Effective Time or in any agreement, a correct and complete copy of which agreement has been provided by this Agreement and (ii) actions the Company to enforce this Section 5.9 Parent prior to the date hereof, to which the Company or any other Company Subsidiary is a party, in each case in effect immediately prior to the Effective Time and not to amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement right of expenses provisions of the Surviving Company’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior ; provided, however, that all rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the matter for which disposition of such advance was madeAction or resolution of such claim.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, : (i) indemnify (including the advancement of attorneys’ fees and hold harmless, expenses) to the fullest full extent permitted under applicable Law (and Parent shall also advance expenses as incurred of all rights thereto existing in favor of each individual who was prior to the fullest extent permitted under applicable Lawdate of this Agreement, subject is as of the date of this Agreement, or who becomes prior to the immediately following sentence)Effective Time, each present and each former a director, manager or officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company Subsidiaries or a Company Subsidiary between who is as of the date of this Agreement and Agreement, or who thereafter commences prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons serving at the request of the Company or its any of the Company Subsidiaries as a director, manager or officer of another Person (the “Company Indemnified Parties”), in such capacity, as provided in any indemnification agreement set forth in Section 7.4(a) of the Company Disclosure Letter or in the Company Charter or Company Bylaws or other organizational documents, in each case as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time for a period of six (6) years after the Effective Time with respect to any claims against such directors, managers, or officers arising out of such acts or omissions, except as otherwise required by applicable Law; and (ii) not amend, repeal, or otherwise modify such indemnification provisions in the documents described in clause (a) of this Section 7.4 in any respect that would adversely affect such rights during the period of six (6) years after the Effective Time, except as otherwise required by applicable Law. All rights to exculpation, elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including (inow existing in favor of the Company Indemnified Parties as provided in any indemnification agreement set forth in Section 7.4(a) of the Merger and Company Disclosure Letter or in the Company Charter or Company Bylaws or other organizational documents, in each case as in effect on the date of this Agreement shall survive the transactions contemplated by this Agreement hereby, including the Merger, and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Partyshall continue in full force and effect in accordance with the terms thereof. Notwithstanding anything herein to the contrary herein contrary, if any Company Indemnified Party notifies Parent or the Surviving Corporation on or prior to the sixth (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those 6th) anniversary of the applicable Subsidiary Effective Time of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance matter in respect of the which such Person intends in good faith to seek indemnification obligations set forth in pursuant to this Section 5.97.4, the Person who is requesting provisions of this Section 7.4 shall continue in effect with respect to such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect matter until the final disposition of the matter for which such advance was madeall claims, actions, investigations, suits and proceedings relating thereto.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee Indemnified Party may have under the Company Constituent Documents, any agreement or Company Plan, for a period of six (6) years from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, to indemnify and hold harmlessharmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred date hereof or who becomes prior to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence), each present and each former a director or officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages including attorneys’ fees and disbursements (collectively, “Costs”), arising out of or liabilities incurred in connection with relating to any Actionthreatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, based as a whole or in part on or arising out of or related to such Indemnified Party’s service relating as a whole or in part to the fact that the Indemnified Party is or was an officer, director, officer employee, fiduciary or employee agent of the Company or any of its Subsidiaries or services performed by such persons at a trustee (or the request like) of the any Company Plan, whether pertaining to any matters existing or its Subsidiaries occurring at or prior to the Effective Time, Time and whether asserted or claimed prior to, at or after the Effective TimeTime (the “Indemnified Liabilities”), including (i) all Indemnified Liabilities based as a whole or in part on, or arising as a whole or in part out of, or relating to this Agreement, to the Merger and fullest extent permitted under applicable Law. Each Indemnified Party shall be entitled to advancement of expenses incurred in the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right defense of any Indemnified Party. Notwithstanding anything such claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation to the contrary herein fullest extent permitted under applicable Law in effect on the date hereof within ten (but subject 10) Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefore, provided, that any Person to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeindemnification.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any current or former officer or director or employee may have under the Company Constituent Documents, any agreement Charter or Company PlanBylaws as in effect on the date of this Agreement, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, to harmless each current (as of the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present Effective Time) and each former officer or and director of the Company or any of its Subsidiaries (from and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or and all loss and liability suffered and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities fines and amounts paid in settlement reasonably incurred by such person in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such Indemnified Party’s service as a the fact that the indemnified Person is or was an officer, director, officer employee or employee fiduciary of the Company or its Subsidiaries or services performed by such persons at the request any 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 to the fullest extent that the Company would be permitted under applicable Law and required or permitted under the Company Charter or Company Bylaws (ior, as relevant, those of the applicable Subsidiary of the Company) as at the Merger date hereof. In the event of any such Action, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 Company Charter or any other indemnification or advancement right of any Indemnified PartyCompany Bylaws as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents Charter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.96.8, the Person who is requesting such advance shall agree provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay such advances all amounts so paid or reimbursed by the Surviving Corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is not entitled threatened to indemnification in respect be, made a party by reason of the matter former or present official capacity of such Person. No such indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by such advance was madeindemnified Person hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (or their substantial equivalent) eliminating personal liability for the Company’s directors to the extent permissible under the CGCL.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors and officers of the Company Entities as provided in their respective Organizational Documents and any indemnification or other similar agreements of any Company Entity, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, following the Effective Time, and Parent shall, following the Effective Time, cause the Surviving Corporation to perform their respective obligations thereunder. For a period of six (6) years from and after the Effective Time, Parent shall not permit any such indemnification, advancement of expenses or exculpation provision to be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights of the Company Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) , a director or officer of any Company Entity and the heirs and personal representatives of each of the foregoing (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigativeincluding attorneys’ fees and disbursements, arising out of or related pertaining to such Indemnified Party’s service as a director, officer or employee of the fact that the Company Indemnified Party is or its Subsidiaries was a director or services performed by such persons at the request officer of the any Company or its Subsidiaries at or prior to the Effective TimeEntity, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the fullest extent permitted under applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeLaw.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Pxxxxx and Mxxxxx Sub agree that all rights that any to indemnification, advancement of expenses and exculpation of each former and present director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and 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, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (Company Subsidiary and each Person person who may become an officer served as a director, officer, member, trustee or director fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or a any Company Subsidiary between the date of this Agreement and the Effective Time) (collectivelyeach, the together with such person’s heirs, executors or administrators, a “Company Indemnified PartiesParty”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective TimeTime as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, including (i) a correct and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any Company Subsidiary is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificate of incorporation and bylaws or other transactions contemplated organizational documents in effect immediately prior to the Effective Time or in any agreement, a correct and complete copy of which agreement has been provided by this Agreement and (ii) actions the Company to enforce this Section 5.9 Parent prior to the date hereof, to which the Company or any other Company Subsidiary is a party, in each case in effect immediately prior to the Effective Time and not to amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement right of expenses provisions of the Surviving Company’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior ; provided, however, that all rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the matter for which disposition of such advance was madeAction or resolution of such claim.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and the Company Subsidiaries to perform its obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, Company agrees that it will indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such claim, action, suit or proceeding from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement and the CBCA, the Surviving Company’s certificate of incorporation or bylaws (iior comparable organizational documents) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Parent agrees that, for a period of six years from and after the Effective Time, all rights existing as of the Agreement Date to indemnification, advancement of expenses and exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current and/or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective memorandum and articles of association or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries in effect as of the Agreement Date will continue in full force and effect in accordance with their terms, and Parent will cause the Surviving Company and the Company Subsidiaries to perform their respective obligations thereunder. Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Planforegoing, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation Company to, indemnify and hold harmless, harmless each individual who was prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses or is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company Agreement Date, or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who was prior to or is as of the Agreement Date, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, Liabilities, Judgments, fines, fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Action (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the Transactions)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including in each case, to the fullest extent permitted under applicable Law. In the event of any such Action, (ix) each Company Indemnified Party will be entitled to advancement of expenses incurred in the Merger defense of any such Action from the Surviving Company within 10 Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the other transactions contemplated extent required by this Agreement applicable Law, the Surviving Company’s memorandum and articles of association (iior comparable organizational documents) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party)agreement, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification and (y) the Surviving Company will cooperate in the defense of any such matter. Notwithstanding anything to the contrary contained in this Agreement, Parent shall not (and Parent shall cause the Surviving Company not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation, unless such settlement, compromise, consent or termination includes an unconditional release of all of the matter for which Company Indemnified Parties covered by the claim, action, suit, proceeding or investigation from all liability arising out of such advance was madeclaim, action, suit, proceeding or investigation.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, any agreement or Company Planin each case as in effect on the date of this Agreement, from shall continue in full force and effect in accordance with their terms. From and after the Effective Time through Time, the sixth (6th) anniversary Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the "Company Indemnified Parties"), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time occurs(including this Agreement and the transactions and actions contemplated hereby)), Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, arising out of or pertaining to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to fact that the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages is or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger and fullest extent permitted under applicable Law. In the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party. Notwithstanding anything Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the contrary herein (but subject to any superior rights contained in extent required by the Company Constituent Documents (orDGCL or the Surviving Company's certificate of incorporation or by-laws, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company shall cooperate in respect the defense of the matter for which any such advance was madematter.

Indemnification, Exculpation and Insurance. (a) Without limiting Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Post-Sale Company Entities as provided in their respective Organizational Documents and any additional rights written indemnification or other similar Contracts of any Post-Sale Company Entity that any director or employee may have under are set forth in Section 5.10(a) of the Company Constituent DocumentsDisclosure Letter (the “Company Indemnity Agreements”), any agreement or in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms to the extent permitted by applicable Law, and Parent shall cause the Surviving Corporation and the other Post-Sale Company Plan, Entities to perform their respective obligations thereunder. For a period of six (6) years from and after the Effective Time through Time, Parent shall not permit any indemnification, advancement of expenses or exculpation provision in such Organizational Documents or any Company Indemnity Agreement to be amended, repealed or otherwise modified in any manner that would adversely affect the sixth (6th) anniversary rights of the date on which Company Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, for a period of six (6) years from and after the Effective Time occursTime, Parent shall, and shall cause the Surviving Corporation to, shall indemnify and hold harmlessharmless each individual who is a current or former director, officer or employee of any Post-Sale Company Entity and each individual who becomes, prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence)a director, each present and each former officer or director employee of the any Post-Sale Company Entity or any who is, as of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who thereafter commences prior to the Effective Time) , serving at the request of any Post-Sale Company Entity as a director, officer or employee of another Person (collectively, the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable and documented fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any ActionClaim, whether civil, criminal, administrative or investigative, existing or occurring at or prior to the Effective Time (including this Agreement, the Merger and the other transactions contemplated by this Agreement), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service Party is or was a director, officer or employee of any Post-Sale Company Entity or is or was serving at the request of any Post-Sale Company Entity as a director, officer or 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 Timeanother Person, whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger fullest extent permitted under the applicable Organizational Document and required under the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right applicable Company Indemnity Agreement, if any. In the event of any such Claim, each Company Indemnified Party. Notwithstanding anything Party shall be entitled to advancement of reasonable and documented expenses incurred in the defense of any such Claim from Parent to the contrary herein (but subject to any superior rights contained in fullest extent permitted under the applicable Organizational Document and required under the applicable Company Indemnity Agreement, if any, after receipt by Parent from the Company Constituent Documents (or, as relevant, those Indemnified Party of the applicable Subsidiary of the Company) or applicable indemnification agreements a request therefor; provided that any Person to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification in indemnification. Any determination required to be made with respect to whether any Company Indemnified Party’s conduct complies with an applicable standard under the applicable Organizational Documents of the matter for which such advance was madePost-Sale Company Entities or applicable Company Indemnity Agreements, as the case may be, shall be made by independent legal counsel selected by the Company Indemnified Party and reasonably acceptable to Parent.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the East/Toucan Effective Time through the sixth (6th) anniversary Time, Holdco agrees that all rights to indemnification, advancement of the date on which the Effective Time occurs, Parent shall, expenses and 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, subject to the immediately following sentence), each present and exculpation of each former and present director or officer or director of the Company or any of its Subsidiaries (Company Subsidiary and each Person person who may become an officer served as a director, officer, member, trustee or director fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or a any Company Subsidiary between the date of this Agreement and the Effective Time) (collectivelyeach, the together with such person’s heirs, executors or administrators, a “Company Indemnified PartiesParty”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of with respect to matters existing or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries occurring at or prior to the East/Toucan Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any Company Subsidiary or is or was serving at the request or for the benefit of the Company or any Company Subsidiary as a director or officer of another Person, pension or other employee benefit plan or enterprise, whether asserted or claimed prior to, at or after the East/Toucan Effective Time as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, shall survive the East/Toucan Merger and continue in full force and effect in accordance with their terms. For a period of six years from the East/Toucan Effective Time, including (i) Holdco shall, and shall cause Toucan Surviving LLC to, maintain in effect the Merger exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s articles of incorporation and by-laws or other transactions contemplated organization documents in effect immediately prior to the East/Toucan Effective Time or in any agreement, a true and complete copy of which agreement has been provided by this Agreement and (ii) actions the Company to enforce this Section 5.9 Parent prior to the date hereof, to which the Company or any other of its Subsidiaries is a party, in each case in effect immediately prior to the East/Toucan Effective Time and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement right of expenses provisions of the Toucan Surviving LLC’s certificate of formation or limited liability company agreement in any manner that would adversely affect the rights thereunder of any Indemnified Party. Notwithstanding anything individual who immediately before the East/Toucan Effective Time was entitled to the contrary herein (but subject to any superior exculpation, indemnification or advancement of expenses thereunder; provided, however, that all rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each, an “Action”) pending or asserted or any claim made within such period shall continue until the matter for which disposition of such advance was madeAction or resolution of such claim.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify assume the obligations with respect to all rights to indemnification and hold harmlessexculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the fullest extent permitted under applicable Law Effective Time now existing in favor of the current or former directors or officers of the Company as provided in the Company Certificate, the Company Bylaws or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall also advance maintain in effect in the certificates of incorporation and by-laws or similar organizational documents of the Surviving Corporation and its Subsidiaries, the exculpation, indemnification and advancement of expenses provisions of the Company’s and its Subsidiaries’ certificates of incorporation and by-laws or similar organizational documents as incurred in effect immediately prior to the fullest extent permitted under applicable LawEffective Time or in any indemnification Contracts of the Company or its Subsidiaries with any of their respective directors, subject officers or employees as in effect immediately prior to the immediately following sentence)Effective Time, each present and each shall not amend, repeal or otherwise modify any such provisions in any 77 manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former officer directors, officers or director employees of the Company or any of its Subsidiaries (and each Person who may become an officer Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or 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, whether asserted or claimed prior to, at any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, including (i) Parent shall cause the Merger Surviving Corporation and the other transactions contemplated by this Agreement and (ii) actions its Subsidiaries to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained honor, in the Company Constituent Documents (oraccordance with their respective terms, as relevant, those each of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth covenants contained in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was made6.07.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company PlanPlan that has been disclosed or made available to Parent as of the date hereof, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and or shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law harmless each current (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) and former officer, director or employee of the Company and its Subsidiaries (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and fees, claimscosts and expenses, damages or liabilities including actual attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such (i) the fact that the Indemnified Party’s service as a Party is or was an officer, director, officer employee, fiduciary or employee agent of the Company or any of its Subsidiaries or services performed by such persons at the request of the Company (ii) matters existing or its Subsidiaries occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger fullest extent permitted under applicable Law and the other transactions contemplated by this Agreement Company Charter and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right Company Bylaws as at the date hereof. In the event of any such Action, each Indemnified PartyParty shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within ten (10) Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (orCharter, as relevant, those of the applicable Subsidiary of the Company) Company Bylaws or applicable indemnification agreements to which any Acquired Company is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.96.10, the Person who that is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification in respect of the matter for which such advance was madeindemnification.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company PlanParent agrees that, from and after the Effective Time through Time, it will cause the sixth (6th) anniversary Company and Company Subsidiaries to provide all rights to indemnification, advancement of the date on which expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time occursnow existing in favor of the current or former directors, Parent shallofficers or employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements between any Company Indemnified Party, on the one hand, and 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, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries Subsidiaries, on the other hand (and each Person who may become an officer or director to the extent disclosed on Section 7.05(a) of the Company Disclosure Letter or a Company Subsidiary between otherwise made available to Parent prior to the date hereof), in each case, as in effect on the date of this Agreement Agreement, in accordance with their terms. From and after the Effective Time) (collectively, Parent agrees to cause the “Indemnified Parties”)Surviving Company to indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, against any costs or expenses (including reasonable attorneys’ fees)who becomes prior to the Effective Time, 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 Party’s service as a director, officer or employee of the Company or its any of the Company Subsidiaries or services performed by such persons who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its any of the Company Subsidiaries as a director, officer or employee of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including attorneys’ fees and disbursements (subject to the limitations described in Section 7.05(d)), incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person, in each case, arising out of acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including (i) in each case, to the Merger extent provided by the Company Charter, the Company By-laws or the comparable charter or organizational documents of the Company Subsidiaries as in effect on the date of this Agreement, as applicable, or the terms of any indemnification or other similar agreement between any Company Indemnified Party, on the one hand, and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 Company or any of its Subsidiaries, on the other hand (to the extent disclosed on Section 7.05(a) of the Company Disclosure Letter or otherwise made available to Parent prior to the date hereof), as in effect on the date of this Agreement, as applicable, and in each case subject to applicable Law. In the event of any such claim, action, suit or proceeding, (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within twenty Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor, in each case, to the extent provided by the Company Charter, the Company By-laws or the comparable charter or organizational documents of the Company Subsidiaries as in effect on the date of this Agreement, as applicable, or the terms of any indemnification or advancement right of other similar agreement between any Company Indemnified Party. Notwithstanding anything , on the one hand, and the Company or any of its Subsidiaries, on the other hand (to the contrary herein (but subject extent made available to any superior rights contained in Parent prior to the Company Constituent Documents (ordate hereof), as relevantin effect on the date of this Agreement, those as applicable; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Surviving Company’s certificate of the applicable Subsidiary of the Company) incorporation or applicable indemnification agreements to which any Acquired Company is a party)by-laws, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification and (y) the Surviving Company and such Company Indemnified Party shall cooperate with each other in respect the defense of any such matter. Section 7.05(a) of the matter for which such advance was madeCompany Disclosure Letter sets forth a complete and correct list of all indemnification or other similar agreements (other than organizational documents of the Company or any of its Subsidiaries) between any Company Indemnified Party, on the one hand, and the Company or any of its Subsidiaries, on the other hand.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shalland Merger Sub agree that all rights to indemnification, advancement of expenses and 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, subject to the immediately following sentence), each present and exculpation of each former officer or director and present (as of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and immediately prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries any Company Subsidiary and each person who served as a director, officer, employee, member, trustee or services performed by fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such persons service was at the request or for the benefit of the Company or its Subsidiaries any Company Subsidiary (each, together with such person’s heirs, executors or administrators, a “D&O Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Action with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement, the Transactions and other actions contemplated hereby), arising out of or pertaining to the fact that the D&O Indemnified Party is or was an officer or director of the Company or any Company Subsidiary or is or was serving at the request of or for the benefit of the Company or any Company Subsidiary as a director, officer, employee, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise or other Person, whether asserted or claimed prior to, at or after the Effective TimeTime as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been made available (including (iby filing with the SEC) by the Company prior to the date hereof, to which the Company or any of the Company Subsidiaries is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six (6) years from the other transactions contemplated by this Agreement Effective Time, Parent shall, and shall cause the Surviving Company to, maintain in effect (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in fullest extent permitted under applicable Law) the Company Constituent Documents (orexculpation, as relevant, those indemnification and advancement of the applicable Subsidiary expenses provisions of the Company) ’s and any Company Subsidiary’s articles of incorporation and by-laws or applicable indemnification agreements to which any Acquired Company is a party), other organization documents in effect immediately prior to making the Effective Time or in any advance agreement, in respect of each case in effect immediately prior to the indemnification obligations set forth in this Section 5.9Effective Time and shall not amend, the Person who is requesting repeal or otherwise modify any such advance shall agree to repay such advances if it is ultimately determined provisions; provided, however, that such Person is not entitled all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the matter for which disposition of such advance was madeAction or resolution of such claim.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shalland Merger Sub agree that all rights to indemnification, advancement of expenses and 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, subject to the immediately following sentence), each present and exculpation of each former and present director or officer or director of the Company or any of its Subsidiaries (Company Subsidiary and each Person person who may become an officer served as a director, officer, member, trustee or director fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or a any Company Subsidiary between the date of this Agreement and the Effective Time) (collectivelyeach, the together with such person’s heirs, executors or administrators, a “Company Indemnified PartiesParty”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), arising out of or related pertaining to such the fact that the Company Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons is or was serving at the request of the Company or its Subsidiaries at any Company Subsidiary as a director or prior to the Effective Timeofficer of another Person, whether asserted or claimed prior to, at or after the Effective TimeTime as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, including (i) a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent shall, and shall cause the Surviving Company to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s articles of incorporation and by-laws or other transactions contemplated organization documents in effect immediately prior to the Effective Time or in any agreement, a true and complete copy of which agreement has been provided by this Agreement and (ii) actions the Company to enforce this Section 5.9 Parent prior to the date hereof, to which the Company or any other of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those expenses provisions of the applicable Subsidiary Surviving Company’s articles of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations incorporation and by-laws set forth in this Section 5.9Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party; provided, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined however, that such Person is not entitled all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the matter for which disposition of such advance was made.Action or resolution of such claim. 57

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and TopCo shall cause the Surviving Corporation to, indemnify and hold harmlessharmless each individual who is as of the Original Signing Date, or who becomes prior to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable LawEffective Time, subject to the immediately following sentence), each present and each former a director or officer of RockTenn or director of the Company MWV or any of its Subsidiaries (and each Person their subsidiaries or who may become an officer or director is as of the Company Original Signing Date, or a Company Subsidiary between the date of this Agreement and who thereafter commences prior to the Effective Time) , serving at the request of RockTenn or MWV, as applicable, or any of their respective subsidiaries as a director or officer of another person (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or related pertaining to such the fact that the Indemnified Party’s service as a director, Party is or was an officer or employee director of the Company RockTenn or its Subsidiaries MWV, as applicable, or services performed by such persons any of their respective subsidiaries or is or was serving at the request of the Company RockTenn or its Subsidiaries at MWV, as applicable, or any of their respective subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including to the same extent as such Indemnified Parties are indemnified as of the Original Signing Date by RockTenn pursuant to the RockTenn Articles of Incorporation, the By-laws of RockTenn or the governing or organizational documents of any subsidiary of RockTenn, or by MWV pursuant to the MWV Certificate of Incorporation, the By-laws of MWV or the governing organizational documents of any subsidiary of MWV, as applicable, or and any indemnification agreements in existence as of the Original Signing Date. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right defense of any Indemnified Party. Notwithstanding anything such claim, action, suit or proceeding from TopCo to the contrary herein (but subject same extent as such Indemnified Parties are entitled to advance of expenses as of the Original Signing Date by RockTenn pursuant to the RockTenn Articles of Incorporation, the By-laws of RockTenn or the governing or organizational documents of any superior rights contained in subsidiary of RockTenn, or by MWV pursuant to the Company Constituent Documents (orMWV Certificate of Incorporation, the By-laws of MWV or the governing or organizational documents of any subsidiary of MWV, as relevantapplicable, those and any indemnification agreements in existence as of the applicable Subsidiary Original Signing Date; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the GBCC, the DGCL, the RockTenn Articles of Incorporation or the By-laws of RockTenn, or the MWV Certificate of Incorporation or the By-laws of MWV, as applicable, and any indemnification agreements in existence as of the Company) or applicable indemnification agreements to which any Acquired Company is a party)Original Signing Date, prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification and (ii) TopCo shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that TopCo, MWV Surviving Company or RockTenn Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such advance was madeconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, TopCo, MWV Surviving Company and/or RockTenn Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of TopCo, MWV Surviving Company and/or RockTenn Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Parent agrees that all rights that any director to indemnification, advancement of expenses and exculpation from liabilities for acts or employee may have under omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Constituent Documentsand the Company Subsidiaries as provided in their respective Organizational Documents and any indemnification or other similar Contracts of the Company or any Company Subsidiary set forth on Section 6.09(a) of the Company Disclosure Letter, any agreement or Company Planin each case, from as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms to the extent provided in the following sentence. From and after the Effective Time through and for a period of at least six (6) years thereafter, the sixth Surviving Corporation agrees that it will (6th) anniversary of the date on which the Effective Time occurs, and Parent shall, and shall cause the Surviving Corporation to, ) indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses harmless each individual who is as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), each present and each former officer or director of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and Agreement, or who becomes prior to the Effective Time) (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as a director, officer or employee of the Company or its Subsidiaries any Company Subsidiary or services performed by such persons who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or its Subsidiaries any Company Subsidiary as a director, officer or employee of another Person (collectively, the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Claim, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was a director, officer or employee of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, including to the fullest extent permitted under applicable Law. In the event of any such Claim, (i) each Company Indemnified Party will, to the Merger and fullest extent permitted under applicable Law, be entitled to advancement of expenses incurred in the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right defense of any Indemnified Party. Notwithstanding anything to such Claim from the contrary herein Surviving Corporation within ten (but subject to any superior rights contained in 10) Business Days after receipt by the Surviving Corporation from the Company Constituent Documents Indemnified Party of a request therefor (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements provided that any Person to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree 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 indemnification), and (ii) the Surviving Corporation shall cooperate in respect good faith in the defense of any such matter. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the matter for which Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) cause the certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Organizational Documents as of the date of this Agreement. During such advance was madesix-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable Law.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and 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, subject to the immediately following sentence), harmless each present and each former officer or director (as of the Company or any of its Subsidiaries (and each Person who may become an officer or director of the Company or a Company Subsidiary between the date of this Agreement and the Effective Time) and former officer, director or employee of the Company and its Subsidiaries (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related pertaining to such (i) the fact that the Indemnified Party’s service as a Party is or was an officer, director, officer employee, fiduciary or employee agent of the Company or any of its Subsidiaries or services performed by such persons at the request of the Company (ii) matters existing or its Subsidiaries occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, including (i) to the Merger fullest extent permitted under applicable Law and the other transactions contemplated by this Agreement Company Charter and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right Company Bylaws as at the date hereof. In the event of any such Action, each Indemnified Party. Notwithstanding anything Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the contrary herein (but subject to any superior rights contained in fullest extent permitted under applicable Law, the Company Constituent Documents (orCharter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefore; provided that any Person to whom expenses are advanced provides an undertaking, as relevantif and only to the extent required by the DGCL or the Company Charter or Company Bylaws, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such Person is not entitled to indemnification indemnification; provided further, that neither Parent nor the Surviving Corporation shall be required to indemnify or advance expenses to any Indemnified Party in respect of connection with an Action (or part thereof) initiated by such Indemnified Party unless such Action (or part thereof) was authorized by the matter for which such advance was madeCompany Board.