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 Table of Contents 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 Charter Amendment and the transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.10 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 5.10, 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) 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, 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 Table Effective Time, a director or officer of Contents shall also advance expenses 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 Certificate of Incorporation, the Bylaws of the Company 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 Charter Amendment and Surviving Corporation or Parent to the 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 the Company pursuant to enforce this Section 5.10 the 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 subsidiary of the Company) ; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, the Company Certificate of Incorporation or applicable the Bylaws of the Company, 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 5.10Agreement, 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 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, Parent and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4.

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 each of MTR and the Surviving Corporation Company to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent Table of Contents 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, manager or employee of MTR and its Subsidiaries and each present (as of the Effective Time) and former officer, director, manager or employee of the Company and its Subsidiaries, the Member Representative and the Stockholders Representative (collectively, the “Indemnified Parties”), as applicable 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 (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 manager, employee, fiduciary or employee agent of MTR, the Company or its any of their respective 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 to the fullest extent permitted under applicable Law and applicable MTR’s certificate of incorporation, MTR’s bylaws, the Company Charter and Company Operating Agreement each as at the date hereof (icollectively, the “Constituent Documents”). In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the Merger defense of any Action from Parent or MTR or the Company, as applicable, to the fullest extent permitted under applicable Law and the Charter Amendment and applicable Constituent Documents, within ten (10) Business Days of receipt by Parent or MTR or the transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.10 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 (orCompany, as relevantapplicable, those from the 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 5.10, the Person who is requesting such advance shall agree whom expenses are advanced provides an unsecured undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) none of Parent, MTR or the 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) MTR and the Company, as applicable, shall cooperate in respect the defense of any such matter. Parent and MTR, or the matter Company, as applicable, shall be jointly and severally liable for which such advance was madethe obligation to provide indemnification to the Indemnified Parties.

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 Table of Contents 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, inquiries, fines, lossesamounts paid in settlement and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements incurred in connection with any pending or threatened Action, whether civil, criminal, administrative or investigative, arising out of, pertaining to or by reason of (i) the fact that the Indemnified Party is or related to such Indemnified Party’s service as was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or, while a director, officer or employee of the Company or its Subsidiaries Subsidiaries, is or services performed by such persons was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or (ii) matters 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 fullest extent permitted under applicable Law and the Company Charter Amendment and Company Bylaws as of the transactions contemplated by this Agreement and date hereof or (iiiii) actions to enforce this Section 5.10 or any other indemnification or advancement right in connection with the enforcement of any Indemnified Party’s rights under this ‎Section 5.13 by such Indemnified Party or his or her heirs or legal representatives. Notwithstanding anything In the event of any such pending or threatened Action, including any such Action to enforce any Indemnified Party’s rights under this ‎Section 5.13, (A) each Indemnified Party shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in connection with such Action from Parent and 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 (or, Charter and Company Bylaws as relevant, those of the applicable Subsidiary of date hereof; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the Company) extent required by 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 5.10, 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 under this Agreement or any Law, Contract or other source for which indemnification may be available, and (B) the Surviving Corporation shall cooperate in the defense of 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 occursoccurs (the “Indemnification Period”), 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 Table of Contents 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”), from and against any costs or expenses (including reasonable attorneys’ fees)and all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and fees, claimsamounts paid in settlement, damages or liabilities costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any Action, whether civil, criminal, administrative or investigative, directly or indirectly arising 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 fiduciary of an Acquired Company or any of the Company or its Subsidiaries or services performed transactions contemplated by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Timethis Agreement, whether asserted or claimed prior to, at or after the Effective Time, including to the same extent provided under the Company Constituent Documents (ior, as relevant, those of the applicable Subsidiary of the Company) as of the Merger and the Charter Amendment and the transactions contemplated by date of this Agreement and (ii) actions to enforce any Contracts existing between any Indemnified Party and an Acquired Company as of the date of this Section 5.10 or any other indemnification or advancement right Agreement. 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 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 any Contracts existing between any Indemnified Party and an Acquired Company as at the date hereof. 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 5.105.9, 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 in respect of the matter for which such advance was madeindemnification.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, from the Effective Time and until the six year anniversary of the Effective Time, R&M shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of T-3 or any of its Subsidiaries or who act as a fiduciary under any T-3 Benefit Plan (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including reasonable attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement (with the approval of the indemnifying party, which approval shall not be unreasonably withheld, delayed or conditioned), of or incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation to which such Indemnified Person is a party by reason of the fact that such Person is or was a director or officer of T-3 or any of its Subsidiaries, a fiduciary under any T-3 Benefit Plan or is or was serving at the request of T-3 or any of its Subsidiaries (as described in Section 6.06 of the T-3 Disclosure Letter) as a director, officer, employee may have under or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise existing prior to or at the Company Constituent DocumentsEffective Time and whether asserted or claimed prior to, any agreement at 46 or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs“Indemnified Liabilities”), Parent shallincluding all Indemnified Liabilities based in whole or in part on, and shall cause the Surviving Corporation or arising in whole or in part out of, or pertaining to, indemnify and hold harmlessthis Agreement or the transactions contemplated hereby, in each case to the fullest extent permitted under applicable Law (and Parent Table R&M shall pay expenses incurred in connection therewith in advance of Contents shall also advance expenses as incurred the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Person to the fullest extent permitted under applicable Law, subject to delivery to R&M of an undertaking as hereinafter provided). Without limiting the immediately following sentence)foregoing, each present and each former officer in the event any such claim, action, suit, proceeding or director of the Company investigation is brought 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”), threatened to be brought against any costs or expenses Indemnified Persons (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 before or after the Effective Time, including ): (i) the Merger Indemnified Persons may retain T-3’s regularly engaged legal counsel or other counsel satisfactory to them, R&M shall pay all reasonable fees and expenses of such counsel for the Charter Amendment and the transactions contemplated by this Agreement Indemnified Persons promptly as statements therefor are received, and (ii) actions R&M shall use its reasonable best efforts to enforce this Section 5.10 assist in the defense of any such matter (and the Indemnified Parties shall cooperate with R&M with respect thereto); provided that R&M shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or any other conditioned). Any Indemnified Person wishing to claim indemnification or advancement right of expenses under this Section 6.06, upon learning of any Indemnified Party. Notwithstanding anything such claim, action, suit, proceeding or investigation, shall notify R&M (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.06 except to the contrary herein (but subject extent such failure materially prejudices such party’s position with respect to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Companysuch claims) or applicable indemnification agreements and shall deliver to which any Acquired Company is a party), prior to making any advance in respect of the indemnification obligations set forth in this Section 5.10, the Person who is requesting such advance shall agree R&M an undertaking to repay such advances any amounts advanced to it if it is shall ultimately be determined that such Indemnified Person is not entitled to indemnification indemnification, but without any requirement for the posting of a bond or any other terms or conditions other than those expressly set forth herein; provided further, that R&M shall not be obligated pursuant to this Section 6.06(a) to pay the fees and disbursements of more than one counsel for all Indemnified Persons in respect any single action, unless, in the good faith judgment of any of the matter Indemnified Persons, there is or may be a conflict of interests between two or more of such Indemnified Persons, in which case there may be separate counsel for which each similarly situated group. With respect to any determination of whether any Indemnified Person is entitled to indemnification by R&M under this Section 6.06, such advance was madeIndemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel jointly selected by the Indemnified Person and R&M, and who has not otherwise performed material services for R&M or the Indemnified Person within the last three (3) years.

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 Table of Contents 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 (the “Indemnified Parties “), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, the “Indemnified Parties”Costs “), 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 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 Company Charter Amendment and Company Bylaws as at 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 fullest extent permitted under applicable Law and the transactions contemplated Company Charter and Company Bylaws as at the date hereof within ten (10) Business Days of receipt by this Agreement Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and (ii) actions to enforce this Section 5.10 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything only to the contrary herein (but subject to any superior rights contained in extent required by DGCL or the Company Constituent Documents (orCharter or Company Bylaws, 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 5.10, 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 connection with an Action (or part thereof) initiated by such Indemnified Party unless such Action (or part thereof) was authorized by the Board of the matter for which such advance was madeDirectors.

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 Closing Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occursTime, Parent shall, and HoldCo shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent Table harmless each individual who is as of Contents 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 Agreement, or who becomes prior to the Closing Effective Time) , a director or officer of Copper or the Copper General Partner or Steel or any of their Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Closing Effective Time, serving at the request of Copper or Steel, 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 claim, Action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (including with respect to matters existing or occurring at or prior to the Closing 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 an officer or director of Copper or the Copper General Partner or Steel, as applicable, or any of their respective Subsidiaries or is or was serving at the request of Copper or Steel, as applicable, or any of their respective 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, officers or its Subsidiaries at or employees occurring prior to the Closing Effective Time, whether asserted or claimed prior to, at or after the Closing Effective Time, including to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by Copper pursuant to the Copper Partnership Agreement or the governing or organizational documents of any Subsidiary of Copper or the Copper General Partner, or by Steel pursuant to the Steel Certificate of Incorporation, the By-laws of Steel or the governing organizational documents of any Subsidiary of Steel, as applicable, or 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 HoldCo to the Charter Amendment and same extent as such Indemnified Parties are entitled to advance of expenses as of the transactions contemplated by date of this Agreement and (ii) actions by Copper pursuant to enforce this Section 5.10 the Copper Partnership Agreement or any other indemnification the governing or advancement right organizational documents of any Indemnified Party. Notwithstanding anything Subsidiary of Copper or the Copper General Partner, or by Steel pursuant to the contrary herein (but subject to Steel Certificate of Incorporation, the By-laws of Steel or the governing or organizational documents of any superior rights contained in the Company Constituent Documents (orSubsidiary of Steel, 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 DGCL, the Copper Partnership Agreement or the Certificate of Incorporation or By-laws of the Company) Copper General Partner, or applicable the Steel Certificate of Incorporation or the By-laws of Steel, as 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 5.10Agreement, 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 and (ii) HoldCo shall, and shall cause its Subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that HoldCo or Copper 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, HoldCo or Copper Surviving Entity, as applicable, shall cause proper provision to be made so that the successors and assigns of HoldCo or Copper Surviving Entity, as applicable, assume the obligations set forth in this Section 8.4.

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 for a period of six years after the First Effective Time through the sixth (6th) anniversary Time, Parent will indemnify and hold harmless each individual who is as of the date on which of this Agreement, or who becomes prior to the First Effective 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 First Effective Time, serving at the request of the Company, as applicable, 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 fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim or Action, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the First 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 Table of Contents 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 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 officer of another Person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, including (i) Time to the Merger fullest extent permissible under applicable Law and to the Charter Amendment and fullest extent as such Indemnified Parties are indemnified as of the transactions contemplated by date of this Agreement and (ii) actions by the Company pursuant to enforce this Section 5.10 the Company Charter, the Company Bylaws or any other indemnification or advancement right the governing 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) or applicable , as applicable, and any indemnification agreements to which any Acquired Company is a party), prior to making any advance in respect Contracts with directors and officers of the indemnification obligations set forth Company in existence as of the date of this Agreement and listed in Section 5.105.4(a) of the Company Disclosure Letter. In the event of any such claim or Action, (i) each Indemnified Party will be entitled to advancement of expenses (including attorney’s fees) incurred in the defense of any such claim or Action from Parent to the fullest extent permissible under applicable Law and to the fullest extent as such Indemnified Parties are entitled to advance of such expenses as of the date of this Agreement by the Company pursuant to the Company Charter, the Company Bylaws or the governing or organizational documents of any Subsidiary of the Company, as applicable, and any indemnification Contracts with directors and officers of the Company in existence as of the date of this Agreement and listed in Section 5.4(a) of the Company Disclosure Letter, provided that any Person who is requesting such advance shall agree to whom expenses are advanced provides an undertaking, if and to the extent required by Law, the Company Charter or the Company Bylaws or the governing or organizational documents of any the Company Subsidiary, as applicable, and any indemnification Contracts with directors and officers of the Company in existence as of the date of this Agreement and listed in Section 5.4(a) of the Company Disclosure Letter, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification indemnification, and (ii) Parent will, and will cause its Subsidiaries to, cooperate in the defense of any such matter. Notwithstanding anything to the contrary in this Section 5.4(a) or elsewhere in this Agreement, Parent and Ultimate Surviving Corporation will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect of the matter to any claim or Action for which indemnification has been sought under this Section 5.4(a) unless such advance was madesettlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim or Action and does not include any admission of liability with respect to such Indemnified Party. In the event that Parent, the First Surviving Corporation, the Ultimate 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 consolidation 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 First Surviving Corporation or Ultimate Surviving Corporation, as applicable, will provide that the successors and assigns of Parent, the First Surviving Corporation or Ultimate Surviving Corporation, as applicable, assume the obligations set forth in this Section 5.4.

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, MVW 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 Table Initial Holdco Merger Effective Time, a current or former director or officer of Contents 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 ILG 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 ILG, as applicable, or any of its subsidiaries as a current or former 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 ILG or any of its Subsidiaries subsidiaries or services performed by such persons is or was serving at the request of the Company ILG 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 ILG pursuant to the ILG Charter, the ILG Bylaws or the comparable organizational documents of any subsidiary of ILG, as applicable, and any indemnification agreements with directors and officers of ILG 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 MVW to the Charter Amendment and same extent as such Indemnified Parties are entitled to advancement of expenses as of the transactions contemplated by date of this Agreement and (ii) actions by ILG pursuant to enforce this Section 5.10 the ILG Charter, the ILG Bylaws or any other indemnification or advancement right the comparable organizational documents of any Indemnified Party. Notwithstanding anything subsidiary of ILG, as applicable, and any indemnification agreements with directors and officers of ILG 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 extent required by Applicable Law, the ILG Charter or the ILG Bylaws or the comparable organizational documents of any superior rights contained in the Company Constituent Documents (orILG subsidiary, as relevantapplicable, those and any indemnification agreements with directors and officers of ILG in existence as 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 5.10, 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) MVW shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that MVW or any of its 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, MVW shall cause proper provision to be made so that the successors and assigns of MVW assume the obligations set forth in this Section 5.4.

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, 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 Table Effective Time, a director or officer of Contents shall also advance expenses 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 Certificate of Incorporation, the Bylaws of the Company 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 Charter Amendment and Surviving Corporation or Parent to the 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 the Company pursuant to enforce this Section 5.10 the 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 subsidiary of the Company) ; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, the Company Certificate of Incorporation or applicable the Bylaws of the Company, 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 5.10Agreement, 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 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, Parent and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Corporation, as applicable, assume the obligations set forth in this ‎Section 6.4.

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 Company and 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 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 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 form of indemnification agreements attached as Schedule 7.7(a), which 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 Table shall, and shall cause the Company and the Surviving Corporation to, pay any expenses (including fees and expenses of Contents shall also advance expenses 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 Charter Amendment and the transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.10 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 5.10, 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 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 Table of Contents shall also advance expenses as incurred to the fullest extent permitted under applicable Law, subject to the immediately following sentence), harmless 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, inquiries, fines, lossesamounts paid in settlement and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements incurred in connection with any pending or threatened Action, whether civil, criminal, administrative or investigative, arising out of, pertaining to or by reason of (i) the fact that the Indemnified Party is or related to such Indemnified Party’s service as was an officer director, employee, fiduciary or agent of the Company or any of its Subsidiaries or, while a director, officer or employee of the Company or its Subsidiaries Subsidiaries, is or services performed by such persons was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or (ii) matters 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 fullest extent permitted under applicable Law and the Company Charter Amendment and Company Bylaws as of the transactions contemplated by this Agreement and date hereof or (iiiii) actions to enforce this Section 5.10 or any other indemnification or advancement right in connection with the enforcement of any Indemnified Party’s rights under this Section 5.13 by such Indemnified Party or his or her heirs or legal representatives. Notwithstanding anything In the event of any such pending or threatened Action, including any such Action to enforce any Indemnified Party’s rights under this Section 5.13, (A) each Indemnified Party shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in connection with such Action from Parent and 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 (or, Charter and Company Bylaws as relevant, those of the applicable Subsidiary of date hereof; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the Company) extent required by 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 5.10, 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 under this Agreement or any Law, Contract or other source for which indemnification may be available, (B) neither Parent nor the Surviving Corporation 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 advance was madeIndemnified 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 in writing (such consent not to be unreasonably withheld), and (C) the Surviving Corporation and the Indemnified Party shall reasonably cooperate in the defense of any such matter.

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 HoldCo shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and Parent Table harmless each individual who is as of Contents 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 Agreement, or who becomes prior to the Effective Time) , a director or officer of Diamond or Orion 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 Diamond or Orion, 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 Diamond or its Subsidiaries Orion, as applicable, or services performed by such persons any of their respective subsidiaries or is or was serving at the request of the Company Diamond or its Subsidiaries at Orion, 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 Diamond pursuant to the Diamond Certificate of Incorporation, the By-laws of Diamond or the governing or organizational documents of any subsidiary of Diamond, or by Orion pursuant to the Orion Certificate of Incorporation, the By-laws of Orion or the governing organizational documents of any subsidiary of Orion, 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 HoldCo to the Charter Amendment and same extent as such Indemnified Parties are entitled to advance of expenses as of the transactions contemplated by date of this Agreement and (ii) actions by Diamond pursuant to enforce this Section 5.10 the Diamond Certificate of Incorporation, the By-laws of Diamond or any other indemnification the governing or advancement right organizational documents of any Indemnified Party. Notwithstanding anything subsidiary of Diamond, or by Orion pursuant to the contrary herein (but subject to Orion Certificate of Incorporation, the By-laws of Orion or the governing or organizational documents of any superior rights contained in the Company Constituent Documents (orsubsidiary of Orion, 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 DGCL, the Diamond Certificate of Incorporation or the By-laws of Diamond, or the Orion Certificate of Incorporation or the By-laws of Orion, 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 5.10, 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) HoldCo shall, and shall cause its subsidiaries to, cooperate in respect the defense of any such matter. In the matter for which event that HoldCo, Orion Surviving Corporation or Diamond 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, HoldCo, Orion Surviving Corporation and/or Diamond Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of HoldCo, Orion Surviving Corporation and/or Diamond Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4.

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 Table Initial Holdco Merger Effective Time, a director or officer of Contents 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 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 Charter Amendment and the 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 5.10 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 5.10, 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.