Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring as of or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any officer, director or employee may have under the Company Constituent Documents or any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and Merger Sub agree that all rights to indemnification shall cause the Surviving Corporation to, indemnify and exculpation from liabilities for acts or omissions occurring hold harmless each current (as of the Effective Time) and each former officer and director of the Company or its Subsidiaries (collectively, the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director or fiduciary of the Company or any of its Subsidiaries at or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current Time, whether asserted or former directorsclaimed prior to, officers, employees at or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of after the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amendedTime, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent that the Company would be permitted under applicable Law and required under the Company Constituent Documents (including or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. In the event of any such Action, each Indemnified Party shall be entitled to advancement of expenses incurred to determine whether indemnification in the defense of any Action from Parent or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with to the fullest extent that the 49 Company would be permitted under applicable Law and honors the foregoing obligation Company Constituent Documents (or, as in effect on relevant, those of the applicable Subsidiary of the Company) as at the date hereof, including providing fundsand in accordance with the terms of the indemnification agreements between the Company and each of the directors and officers of the Company. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, if necessaryas relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to permit which any Acquired Company is a party), prior to making any payment or advance in respect of the Surviving Corporation to comply with its indemnification obligations under set forth in this Section 6.04(a6.9, 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. 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, no Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree Stanley agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of Black & Decker and the Company and its Black & Decker Subsidiaries (each, an "Indemnitee"“Indemnified Person”) as provided in their respective certificates of incorporation charters or by-laws bylaws (or comparable organizational documents) and any indemnification Contracts in existence as or other similar agreements of Black & Decker or any of the Black & Decker Subsidiaries, in each case as in effect on the date hereof between the Company or its Subsidiaries and any of them this Agreement, shall be assumed by Stanley in the Surviving CorporationMerger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights , and for a period of six years from and after the Effective Time shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person. Stanley shall cause (i) the rights Surviving Company to honor all such obligations and (ii) the charter and bylaws of the IndemniteesSurviving Company to contain provisions no less favorable with respect to indemnification, unless advancement of expenses and exculpation of current and former directors and officers of Black & Decker and the Black & Decker Subsidiaries than are presently set forth in the Black & Decker Articles and Black & Decker Bylaws, and such modification is required by Law. In additionprovisions shall not be amended, the Surviving Corporation shall pay repealed or otherwise modified in any related expenses manner that would adversely affect any right thereunder of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay benefited by such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)provisions.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification Contracts in existence as or other agreements of the Company as in effect on the date hereof between of this Agreement and set forth in Section 5.04 of the Company or its Subsidiaries and any of them Letter shall be assumed by the Surviving CorporationCorporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect for at least six years following the Effective Time 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, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. and Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit cause the Surviving Corporation to comply with its obligations under and honor the foregoing obligations; provided, however, that in the event the Surviving Corporation does not have the resources to honor the foregoing obligations, Parent shall honor such obligations. For the avoidance of doubt, the applicable rights of indemnification, advancement of expenses and exculpation contemplated by this Section 6.04(a5.04(a) and pursuant to the terms of any certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries as in effect at or prior to the Effective Time shall not be impaired by any modification of such terms in any amendment or restatement of any such certificate of incorporation or bylaws (or comparable organizational documents) following the Effective Time (including in connection with the filing of the Certificate of Merger).

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time for a period of six years, Parent will cause the Surviving Corporation to, and Merger Sub agree the Surviving Corporation shall cause the bylaws of the Surviving Corporation to provide that all rights to indemnification the Surviving Corporation will, indemnify and exculpation from liabilities hold harmless each present and former director and officer of the Company or any of its Subsidiaries who, at the request of the Company or any of its Subsidiaries while so serving as a director or officer of the Company, as applicable, is or was previously serving as a director, officer, employee or agent (which, for acts purposes hereof, shall include a trustee, fiduciary, partner or omissions occurring manager or similar capacity) of another Person (in each case, when acting in such capacity), determined as of the Effective Time, from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the fact that such Person is or was an officer or director of the Company or any of its Subsidiaries at or prior to the Effective Time (and any rights relating Time, whether asserted or claimed prior to, at or after the Effective Time, to the advancement of expenses) existing as of fullest extent that the date hereof in favor of Company or the current or former directors, officers, employees or agents applicable Subsidiary of the Company would have been permitted under applicable Law and under its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates certificate of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts other governing documents in existence as of effect on the date hereof between the Company or its Subsidiaries of this Agreement to indemnify such Person (and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related also advance fees, costs and expenses of any Indemnitee under this Section 6.04(a(including attorney’s fees and disbursements) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law; provided, provided that the person Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and non-appealable judicial determination that such Person is not entitled to indemnification hereunder or thereunder); provided, further, that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation, in each case to the extent required by applicable Law. Parent a claim in connection therewith has been asserted prior to the sixth anniversary of the Effective Time, shall take any and all actions necessary to ensure that continue until the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)disposition or resolution of such matter.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, indemnify and Merger Sub agree that all rights to indemnification and exculpation hold harmless from liabilities for acts or omissions occurring as of at or prior to the Effective Time those classes of persons currently entitled to indemnification from the Company and the Company Subsidiary (and any rights relating to the advancement of expenses) existing as of other subsidiary formed after the date hereof in favor with the written consent of the current or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee"Parent) as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by to cause the Surviving CorporationCorporation in the Merger to assume, without further action, as of the Effective Time any indemnification agreements of the Company in effect as of the date hereof; provided, however, that (i) those persons entitled to recovery pursuant to the terms of those insurance policies issued to Imperial Bancorp and Comerica Incorporated as set forth in Section 5.03(c) of the Company Disclosure Schedule (including any endorsements and/or replacements thereto, the "Insurance Policies") shall survive not be entitled to duplication of recovery under the Merger Insurance Policies, on the one hand, and from Parent or the Surviving Corporation, on the other, and (ii) Parent and the Surviving Corporation shall continue in full force be subrogated to the rights of those persons entitled to recover pursuant to the Insurance Policies; provided, that the timing and effect amount of any recovery under the Insurance Policies shall not affect Parent's or the Surviving Corporation's obligations pursuant to this Section 5.03. The parties agree to use commercially reasonable efforts to ensure that there is no duplication of recovery under the Insurance Policies and this Section 5.03. Subject to clauses (i) and (ii) of the preceding sentence, Parent also agrees to, or shall cause the Surviving Corporation to, advance expenses to any such person promptly upon receipt of an undertaking from such person that such expenses shall be repaid should it be ultimately determined that such person is not entitled to indemnification. In addition, from and after the Effective Time, directors and officers of the Company who become directors or officers of Parent or any of its subsidiaries will be entitled to indemnification under Parent's or any of its subsidiaries' certificate of incorporation and by-laws (or comparable organizational documents), as the same may be amended from time to time in accordance with their terms. Such terms and applicable law, and to all other indemnity rights shall not be amended, and protections as are afforded to other directors and officers of Parent or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)subsidiaries.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that shall, and Parent shall cause the Surviving Corporation to, honor and fulfill in all respects all obligations of the Company and its Subsidiaries in respect of rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification Contracts in existence as or other agreements of the Company as in effect on the date hereof between of this Agreement and disclosed on Section 6.05 of the Company or its Subsidiaries and any of them Letter shall be assumed by the Surviving CorporationCorporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided that such obligations shall be subject to any limitation imposed from time to time under applicable Law. Such rights In furtherance and not in limitation of the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other comparable organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be amendedrepealed, 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, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) except as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Parent From and Merger Sub agree after the Closing Date, Purchaser shall cause the Company and its Subsidiaries to continue to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, 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 taken at the request of the Company or any of the Subsidiaries at any time prior to the Closing Date to the fullest extent that the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Law. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") Closing Date as provided in their the respective certificates certificate of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as documents of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, Subsidiaries as of the Effective Time and now in effect shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights as they relate to any period prior to Closing 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, the Surviving Corporation Purchaser shall pay any related expenses of any Indemnitee under this Section 6.04(a) 8.7, as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances (i) to the extent required by applicable Law. Parent shall take any and all actions necessary Law or (ii) if it is ultimately determined that such person is not entitled to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)indemnification.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to assume and Merger Sub agree that perform all rights to indemnification existing in favor of, and exculpation from liabilities for acts or omissions occurring as of or prior all rights to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of expenses to, the current or and former directors, officers, employees or agents directors and officers of the Company and its Subsidiaries (each, an "Indemnitee"including any employee that is a fiduciary under any Benefit Plan) as provided in their respective certificates the Company Charter or the Company Bylaws as in effect on the date of this Agreement (and the Surviving Corporation shall cause its Subsidiaries to assume and perform all such rights to the current and former directors and officers of such Subsidiaries as provided in the articles of incorporation or by-laws and bylaws (or comparable organizational documents) and indemnification Contracts of each such Subsidiary as applicable to such persons as in existence as of effect on the date hereof between of this Agreement) for (i) the fact that such person is or was an officer, director, employee, fiduciary or agent of Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporationits Subsidiaries, without further actionor (ii) matters, as of acts or omissions arising, existing or occurring prior to and through the Effective Time (including matters, acts or omissions occurring in connection with this Agreement and shall survive the Merger consummation of the transactions contemplated hereby), and such rights 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 until the rights expiration of the Indemniteesapplicable statute of limitations with respect to any claims against such directors and officers arising out of such matters, unless such modification is required by Law. In additionacts or omissions, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) except as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent otherwise required by applicable Law. Parent shall take any , and all actions necessary to ensure that include and cause to be maintained in effect in the Surviving Corporation complies with and honors Corporation’s (or any successor’s) articles of incorporation (or in the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit case of the Surviving Corporation to comply with its obligations under this Section 6.04(aCorporation’s Subsidiaries, the articles of incorporation and bylaws (or comparable organizational documents) of each such Subsidiary), for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree OPCH agrees that all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions or other matter occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, members, managers, employees or agents of Amedisys or any subsidiary of Amedisys (determined as of the Company and its Subsidiaries Effective Time) (each, an "Indemnitee"the “Existing Indemnified Parties”) as provided in their respective certificates the organizational documents of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries Amedisys and any of them shall be assumed by the Surviving Corporation, without further actionits subsidiaries or any indemnification contract between such directors or officers and Amedisys (in each case, as in effect on, and, in the case of any indemnification contracts, to the Effective Time and extent made available to OPCH prior to, the date of this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, the Surviving Corporation shall, and OPCH shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the organizational documents of Amedisys and any of its subsidiaries as in accordance effect immediately prior to the Effective Time with their terms. Such rights respect to acts or omissions or other matters occurring prior to the Effective Time and shall not be amendedamend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses thereunder of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), Existing Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the person to whom expenses are advanced provides an undertaking to repay disposition of such advances to action or resolution of such claim. From and after the extent required by applicable Law. Parent Effective Time, OPCH shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit cause the Surviving Corporation to comply honor, in accordance with its obligations under their respective terms, each of the covenants contained in this Section 6.04(a)6.4.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date until six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to indemnify, defend and Merger Sub agree hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or managers of the Company or any of its Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken in some other capacity at the request of the Company or any of its Subsidiaries at any time on or prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of on or prior to the Closing Date as provided in the Company Charter Documents or Subsidiary Charter Documents, as applicable, as in effect immediately prior to the Effective Time (Time, and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents indemnification agreements of the Company and or any of its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by LawLaw or approved by such Indemnitees. In addition, Parent shall, or shall cause the Surviving Corporation shall to, pay or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 7.7 as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and Merger Sub agree that all rights to indemnification shall cause the Final Surviving Entity to, indemnify and exculpation from liabilities for acts or omissions occurring hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (collectively, the “Indemnified Parties”), as applicable 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, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current transactions and actions contemplated hereby), whether asserted or former directorsclaimed prior to, officers, employees at or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of after the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amendedTime, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law and the Company’s certificate of incorporation and bylaws each as at the date hereof (including collectively, the “Constituent Documents”). 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 Final Surviving Entity, as applicable, to determine whether indemnification or exculpation is available), the fullest extent permitted under applicable Law and the applicable Constituent Documents; provided that the any person to whom expenses are advanced provides an undertaking to repay such advances undertaking, if and only to the extent required by applicable Lawlaw or the Constituent Documents, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification, (B) none of Parent or the Final Surviving Entity 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, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) Parent and the Final Surviving Entity shall cooperate in the defense of any such matter. Parent and the Final Surviving Entity shall take any be jointly and all actions necessary severally liable for the obligation to ensure that provide indemnification to the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) expenses relating thereto now existing as of the date hereof in favor of any person who is or prior to the current Effective Time becomes, or former directorshas been at any time prior to the date of this Agreement, officersa director, employees officer, trustee, employee, agent or agents fiduciary (including as a fiduciary with respect to an employee benefit plan) of the Company and Company, any of its Subsidiaries or any of their respective predecessors (each, an "Indemnitee"“Indemnified Party”) as provided in their respective certificates the Company Certificate of incorporation Incorporation, the Company Bylaws, the organizational documents of any Subsidiary of the Company or by-laws any indemnification or employment agreement or other Contract between such Indemnified Party and the Company or any of its Subsidiaries (or comparable organizational documents) and indemnification Contracts in existence each case, as of in effect on the date hereof between or, with respect to any indemnification agreement entered into after the Company or its Subsidiaries date hereof, to the extent the terms thereof are no more favorable in any material respect to the Indemnified Party that is the beneficiary thereof than the terms of any indemnification agreement existing on the date hereof and any a true, correct and complete copy of them which has been previously disclosed to Parent) shall be assumed by the Surviving Corporation, without further action, as of Corporation at the Effective Time and shall Time, survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights , and shall not be amended, repealed or otherwise modified for a period of six years following the Effective Date in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses right thereunder of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)Indemnified Party.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree Without limiting any additional rights that all rights to indemnification and exculpation any director or employee may have under any agreement or Company Plan, from liabilities for acts or omissions occurring as of or prior to the Effective Time (and any rights relating to through the advancement of expenses) existing as sixth anniversary of the date hereof in favor of on which the current or former directorsEffective Time occurs, officersParent shall, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by cause the Surviving CorporationCorporation to, without further action, indemnify and hold harmless each current (as of the Effective Time Time) and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amendedeach former employee, agent, officer or otherwise modified in any manner that would adversely affect the rights director of the Indemnitees, unless such modification is required by Law. In additionCompany or any of its Subsidiaries (collectively, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available“Indemnified Parties”), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take from and against any and all actions necessary claims, losses, liabilities, damages, judgments, penalties, settlements, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements and ERISA excise taxes (collectively, “Costs”) actually or reasonably incurred or suffered in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to ensure the fact that the Surviving Corporation complies with and honors Indemnified Party is or was an employee, agent, officer, director or fiduciary of the foregoing obligation Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the same extent provided under the Company Constituent Documents (or, as in effect on relevant, those of the applicable Subsidiary of the Company) as at the date hereof. In the event of any such Action, including providing funds, if necessary, each Indemnified Party shall be entitled to permit advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to comply with its the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the 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 including the contract rights set forth in the Company’s Constituent Documents), prior to making any payment or advance in respect of the indemnification obligations under set forth in this Section 6.04(a)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, Exculpation and Insurance. (a) Parent and Merger Sub agree that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, officers or employees or agents of the Company and its Subsidiaries (each, an the "IndemniteeIndemnified Parties") to the maximum extent as provided in their respective certificates the Company's articles of incorporation or by-laws bylaws (as the same now exists or comparable organizational documents) and indemnification Contracts hereafter may be amended, but in existence the case of such amendment only to the extent such amendment permits broader rights), the Rhode Island Act (as the same now exists or hereafter may be amended, but in the case of such amendment only to the date hereof extent such amendment permits broader rights), or in separate indemnity agreements between the Company or its Subsidiaries and any of them shall such indemnified parties, will be assumed by the Surviving CorporationCorporation and Parent will cause the Surviving Corporation to honor such obligations in accordance with the terms thereof, to the extent permitted by applicable law, without further action, as of the Effective Time Time, and shall survive the Merger and shall such rights will continue in full force and effect in accordance with their respective 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, from and after the Surviving Corporation shall pay Effective Time, directors and officers of the Company who become directors or officers of Parent will be entitled to the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) as are afforded to other directors and officers of Parent. Notwithstanding any related expenses other provision hereof, the provisions of any Indemnitee under this Section 6.04(a5.5 are (i) as incurred intended to be for the fullest extent permitted under applicable Law benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (including expenses incurred ii) are in addition to, and not in substitution for, any other rights to determine whether indemnification or exculpation is available), provided contribution that the any such person to whom expenses are advanced provides an undertaking to repay such advances to the extent required may have by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Omron and Parent shall, or shall cause the Surviving Corporation to, indemnify and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring hold harmless each present (as of 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 reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current transactions and actions contemplated hereby), whether asserted or former directorsclaimed prior to, officers, employees at or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of after the Effective Time and shall survive the Merger and shall continue Time, in full force and effect in accordance with their terms. Such rights shall not be amendedeach case, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent and in the manner permitted under applicable Law by the DGCL and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (including 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 determine whether indemnification or exculpation is available)the fullest extent and in the manner permitted by the DGCL and the Company Charter and Company Bylaws as at the date hereof; provided, provided that the person any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to the extent required by applicable Law. indemnification, (B) neither Parent shall take any and all actions necessary to ensure that nor the Surviving Corporation complies with shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and honors the foregoing obligation as in effect on the date hereofwhich indemnification could be sought by such Indemnified Party hereunder), including providing fundsunless such settlement, if necessarycompromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, to permit suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation to comply with its obligations under this Section 6.04(a)shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (ai) Parent and Merger Sub agree that FindWhat shall cause all rights to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, directors or employees or agents officers of Espotting (each such person being an "Indemnified Party") by reason of the Company and its Subsidiaries (each, an "Indemnitee") fact that he or she is or was a director or employee of Espotting as provided in their respective certificates Espotting's Certificate of incorporation Incorporation, Bylaws or by-laws any indemnification agreement between such directors or officers and Espotting (or comparable organizational documents) and indemnification Contracts in existence each case, as of in effect on the date hereof between the Company or its Subsidiaries and any of them shall hereof) to be assumed by the Surviving CorporationCorporation in the Merger, without further action, as of the Effective Time and such rights shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights clause (iv) of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred 5.2(b). Without limiting the foregoing, FindWhat shall indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Espotting and the Espotting Subsidiaries to the fullest extent permitted under applicable Law by Espotting's or an Espotting's Subsidiary's Certificate of Incorporation, Bylaws (or comparable governing document) or any indemnification agreement between such directors, officers and employees for acts or omissions occurring at or prior to the Effective Time (including expenses incurred for acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated hereby) by reason of the fact that he or she was a director, officer or employee of Espotting or an Espotting Subsidiary. Nothing contained herein, however, shall require FindWhat to determine whether indemnify any Indemnified Party if a court of competent jurisdiction shall have determined that such indemnification is unenforceable or exculpation is available)void as a matter of public policy, provided that the person to whom expenses are advanced provides an undertaking to repay and such advances to the extent required by applicable Law. Parent determination shall take any have become final and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)nonappealable.

Indemnification, Exculpation and Insurance. (a) Parent Parent, Merger Sub and Merger Sub LLC agree that all rights to exculpation or indemnification and exculpation from liabilities for arising from, relating to or otherwise in respect of, acts or omissions occurring as of or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of any of the Company and its Subsidiaries (each, an "Indemnitee") Acquired Companies as provided in their respective certificates of incorporation incorporation, bylaws or by-laws (or comparable other organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and documents shall survive the Merger and the Subsequent Merger and shall continue in full force and effect in accordance with their terms. Such rights For a period of no less than six (6) years from the Effective Time, Parent shall, shall not be amendedcause the Surviving Company to, and the Surviving Company shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions of each Acquired Company’s certificate of incorporation and bylaws or similar organizational documents in effect as of the date of this Agreement or under 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. None of Parent, the Surviving Corporation or the Surviving Company shall amend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of any of the IndemniteesAcquired Companies; provided, unless such modification is required by Law. In additionhowever, the Surviving Corporation shall pay any related that all rights to exculpation, indemnification and advancement of expenses in respect of any Indemnitee under this Section 6.04(a) as incurred to Action pending or asserted or any claim made within such period shall continue until the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay final disposition of such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)Action.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree Eros agrees that all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, officers or employees or agents of STX (the Company and its Subsidiaries (each, an "Indemnitee"“D&O Indemnified Parties”) as provided in their respective certificates the STX Certificate of incorporation Incorporation, the Bylaws of STX or by-laws any indemnification contract between such directors, officers or employees and STX (or comparable organizational documents) and indemnification Contracts in existence each case, as of in effect on the date hereof between of this Agreement or entered after the Company or its Subsidiaries and any date of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and this Agreement in accordance with Section 5.1) shall survive the Merger and shall continue in full force and effect, it being the intent of the parties that the D&O Indemnified Parties shall continue to be entitled to such exculpation and indemnification to the full extent of Applicable Law. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Eros shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the STX Certificate of Incorporation and Bylaws of STX as in accordance effect immediately prior to the Effective Time with their terms. Such rights respect to acts or omissions occurring prior to the Effective Time and shall not be amendedamend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses thereunder of any Indemnitee under this Section 6.04(a) as incurred D&O Indemnified Parties; provided, that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification disposition of such action or exculpation is available)resolution of such claim. From and after the Effective Time, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent Eros shall take any guarantee and all actions necessary to ensure that the Surviving Corporation complies with stand surety for, and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit shall cause the Surviving Corporation to comply honor, in accordance with its obligations under their respective terms, each of the covenants contained in this Section 6.04(a5.11(a).

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, officers or employees or agents of the Company and its Subsidiaries (each, an "Indemnitee"the “Indemnified Parties”) to the maximum extent as provided in their respective certificates the Company’s articles of incorporation or by-laws bylaws (as the same now exists or comparable organizational documents) and indemnification Contracts hereafter may be amended, but in existence the case of such amendment only to the extent such amendment permits broader rights), the Rhode Island Act (as the same now exists or hereafter may be amended, but in the case of such amendment only to the date hereof extent such amendment permits broader rights), or in separate indemnity agreements between the Company or its Subsidiaries and any of them shall such indemnified parties, will be assumed by the Surviving CorporationCorporation and Parent will cause the Surviving Corporation to honor such obligations in accordance with the terms thereof, to the extent permitted by applicable law, without further action, as of the Effective Time Time, and shall survive the Merger and shall such rights will continue in full force and effect in accordance with their respective 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, from and after the Surviving Corporation shall pay Effective Time, directors and officers of the Company who become directors or officers of Parent will be entitled to the same indemnity rights and protections (including those provided by directors’ and officers’ liability insurance) as are afforded to other directors and officers of Parent. Notwithstanding any related expenses other provision hereof, the provisions of any Indemnitee under this Section 6.04(a5.5 are (i) as incurred intended to be for the fullest extent permitted under applicable Law benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (including expenses incurred ii) are in addition to, and not in substitution for, any other rights to determine whether indemnification or exculpation is available), provided contribution that the any such person to whom expenses are advanced provides an undertaking to repay such advances to the extent required may have by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree UTC agrees that all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of Raytheon (the Company and its Subsidiaries (each, an "Indemnitee"“D&O Indemnified Parties”) as provided in their respective certificates the Certificate of incorporation Incorporation of Raytheon, the Bylaws of Raytheon or by-laws any indemnification contract between such directors or officers and Raytheon (or comparable organizational documents) and in each case, as in effect on, and, in the case of any indemnification Contracts in existence as of contracts, to the extent made available to UTC prior to, the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and UTC shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Certificate of Incorporation of Raytheon and the Bylaws of Raytheon as in accordance effect immediately prior to the Effective Time with their terms. Such rights respect to acts or omissions occurring prior to the Effective Time and shall not be amendedamend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses thereunder of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the person to whom expenses are advanced provides an undertaking to repay disposition of such advances to action or resolution of such claim. From and after the extent required by applicable Law. Parent Effective Time, UTC shall take any guarantee and all actions necessary to ensure that the Surviving Corporation complies with stand surety for, and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit shall cause the Surviving Corporation to comply honor, in accordance with its obligations under their respective terms, each of the covenants contained in this Section 6.04(a)6.4.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date until six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to indemnify, defend and Merger Sub agree hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors or officers of the Company or any of its 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 any of its Subsidiaries at any time on or prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of on or prior to the Effective Time (and any rights relating to Closing Date as provided in the advancement respective certificate of expenses) existing as of the date hereof in favor of the current incorporation or former directors, officers, employees bylaws or agents comparable organizational documents of the Company and or any of its Subsidiaries (eachas now in effect, an "Indemnitee") as provided in their respective certificates and any indemnification agreements of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or any of its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by LawLaw or approved by such Indemnitees. In addition, Parent shall, or shall cause the Surviving Corporation shall to, pay or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 7.7 as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Parent shall, and Merger Sub agree shall cause the Surviving Entity to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, managers or officers of the Company or any of its 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 any of its Subsidiaries at any time prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to Closing Date as provided in the advancement respective certificate of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents formation of the Company or LLC Agreement or comparable organizational documents of any of its Subsidiaries as now in effect, and any indemnification agreements or arrangements of the Company or any of its Subsidiaries (each, an "Indemnitee"which agreements and arrangements are set forth in Schedule 7.7) as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger 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, Parent shall, or shall cause the Surviving Corporation shall Entity to, pay or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 7.7, as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an delivers to the Surviving Entity a written affirmation of such person’s good faith belief that it has met the standard of conduct necessary for indemnification under applicable Law and a written undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, whether asserted or claimed prior to, at or after the Effective Time, for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates the Company Articles, the Company Bylaws, the organization documents of incorporation any Subsidiary or by-laws any written indemnification Contract (true and correct copies of which previously have been provided to Parent) between such directors or comparable organizational documents) officers and indemnification Contracts the Company (in existence each case, as of in effect on the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporationhereof), 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. Such rights From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time than are presently set forth in the Company Articles and Company Bylaws, and such provisions shall not be amended, repealed, or otherwise modified in any manner that would could adversely affect the rights thereunder of any person benefited by such provisions. Parent hereby unconditionally guarantees the Indemnitees, unless such modification is required by Law. In addition, obligations of the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a6.07(a).

Indemnification, Exculpation and Insurance. (a) Parent Holding, New Holding and Merger Sub ASCI each agree that all rights to indemnification indemnification, expense advancement and exculpation from liabilities for acts or omissions occurring as of or at and/or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees or agents of the Company Discount and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates Charter Documents and any indemnification agreements or arrangements of incorporation Discount or by-laws (or comparable organizational documents) and indemnification Contracts in existence as any of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger and shall be assumed in all respects by and will be fulfilled and honored by the Surviving Corporation and guaranteed by Holding, New Holding and ASCI and shall continue in full force and effect effect, without amendment, for at least six years after the Effective Time; provided, however, that all rights to indemnification in accordance with their termsrespect of any claim asserted or made within such period shall continue until the final disposition of such claim. Such rights shall not be amendedWithout limiting the foregoing, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees(i) Holding, unless such modification is required by Law. In additionNew Holding, ASCI and/or the Surviving Corporation shall pay any related expenses of any Indemnitee indemnified Person under this Section 6.04(a) as incurred 7.7 in advance of the final disposition of any action, proceeding or claim relating to any such act or omission to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that law upon receipt from the person applicable indemnified Person to whom expenses advances are to be advanced provides of an undertaking to repay such advances to the extent required by under applicable Law. Parent shall take any law and all actions necessary to ensure that (ii) each of Holding, New Holding, ASCI and the Surviving Corporation complies with shall cooperate in the defense of any such matter. In addition, from and honors after the foregoing obligation Effective Time, directors or officers of Discount and its Subsidiaries who become directors or officers of Holding, New Holding or their respective Subsidiaries will be entitled to the same indemnity rights and protections as in effect on the date hereof, including providing funds, if necessary, are afforded to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)other directors and officers of Holding and/or of New Holding.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree Rubicon Project agrees that all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, officers or employees or agents of Telaria (the Company and its Subsidiaries (each, an "Indemnitee"“D&O Indemnified Parties”) as provided in their respective certificates the Certificate of incorporation Incorporation of Telaria, the Bylaws of Telaria or by-laws any indemnification contract between such directors, officers or employees and Telaria (or comparable organizational documents) and indemnification Contracts in existence each case, as of in effect on the date hereof between of this Agreement or entered after the Company or its Subsidiaries and any date of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and this Agreement in accordance with Section 5.1(a)) shall survive the Merger and shall continue in full force and effect, it being the intent of the parties that the D&O Indemnified Parties shall continue to be entitled to such exculpation and indemnification to the full extent of Applicable Law. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Rubicon Project shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Certificate of Incorporation of Telaria and the Bylaws of Telaria as in accordance effect immediately prior to the Effective Time with their terms. Such rights respect to acts or omissions occurring prior to the Effective Time and shall not be amendedamend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses thereunder of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the person to whom expenses are advanced provides an undertaking to repay disposition of such advances to action or resolution of such claim. From and after the extent required by applicable Law. Parent Effective Time, Rubicon Project shall take any guarantee and all actions necessary to ensure that the Surviving Corporation complies with stand surety for, and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit shall cause the Surviving Corporation to comply honor, in accordance with its obligations under their respective terms, each of the covenants contained in this Section 6.04(a)6.4.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) Date now existing as of the date hereof in favor of the current or former directors, officers, employees or agents directors and officers of the Company IMC and its Subsidiaries or fiduciaries under benefit plans of IMC (each, an "Indemnitee"the “IMC Covered Persons”) as provided in their respective certificates the IMC Certificate or IMC Bylaws (in each case, as in effect on the date hereof) or any indemnification agreement existing on the date of incorporation or by-laws (or comparable organizational documents) this Agreement including, but not limited to, rights relating to advancement of expenses and indemnification Contracts in existence rights to which such persons are entitled because they are serving as a director, officer, agent or employee of another entity at the date hereof between the Company request of IMC or its Subsidiaries and any of them its Subsidiaries, shall be assumed by the Surviving CorporationCorporation in the Merger, without further action, as of the Effective Time Date and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights Newco shall not be amendedindemnify and hold harmless, and provide advancement of expenses to, the IMC Covered Persons to the same extent such persons are indemnified or otherwise modified in any manner that would adversely affect have the rights right to advancement of expenses as of the Indemniteesdate hereof by IMC pursuant to the IMC Certificate and IMC Bylaws or any applicable indemnification agreement entered into prior to December 1, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred 2003 and to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification the DGCL and not expressly prohibited by the Xxxxxxxx-Xxxxx Act or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by other applicable Law. Parent shall take ; provided, however, that any and all actions necessary determination required to ensure that the Surviving Corporation be made with respect to whether an IMC Covered Person’s conduct complies with the standards set forth under the DGCL, the IMC Certificate or IMC Bylaws or any such agreement, as the case may be, shall be made by independent legal counsel jointly selected by such IMC Covered Person and honors the foregoing obligation as Newco; and provided, further, that nothing in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)9.06(a) shall impair any rights of any IMC Covered Person.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors or officers of the Company and its Subsidiaries than are provided in the Company’s and its Subsidiaries’ respective certificates of incorporation or bylaws (or comparable organizational documents) as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights of individuals who were directors, officers, employees or agents of the Company and its Subsidiaries (eachat or prior to the Effective Time, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) unless such modification shall be required by Law. Parent and Merger Sub further agree that any indemnification Contracts in existence as agreements of the Company (as in effect on the date hereof between of this Agreement) in favor of the Company’s directors and officers in the form filed as an exhibit to a Company or its Subsidiaries and any of them SEC Report shall be assumed by the Surviving CorporationCorporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights , and such agreements shall not be amended, or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely affect the rights of individuals who were directors, officers, employees or agents of the IndemniteesCompany and its Subsidiaries at or prior to the Effective Time, unless such modification is shall be required by Law. In additionFrom and after the Effective Time, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit cause the Surviving Corporation to comply with its obligations under this Section 6.04(a)pay and perform in a timely manner such indemnification obligations.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree Buyer agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officersofficer, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") Seller as provided in their respective certificates Articles or Certificates of incorporation Incorporation or by-laws (or comparable organizational documents) and any indemnification Contracts in existence as agreements or arrangements of the date hereof between the Company or its Subsidiaries and any of them Seller shall be assumed by the Surviving CorporationBuyer, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect effect, without amendment, for six years after the Effective Time; provided, however, that all rights to indemnification in accordance with their termsrespect of any claim asserted or made within such period shall continue until the final disposition of such claim. 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, the Surviving Corporation Buyer shall pay any related expenses of any Indemnitee indemnified person under this Section 6.04(a) as incurred 6.14 in advance of the final disposition of any action, proceeding or claim relating to any such act or omission to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that law upon receipt from the applicable indemnified person to whom expenses advances are to be advanced provides an of any undertaking to repay such advances required under applicable law, but only to the extent required by applicable Lawany such indemnified person would otherwise have been entitled to such advance payments from Seller in the absence of the transactions contemplated hereby. Parent Buyer shall take cooperate in the defense of any such matter. In addition, from and all actions necessary after the Effective Time, directors or officers of Seller who become directors or officers of Buyer will be entitled to ensure that the Surviving Corporation complies with same indemnity rights and honors the foregoing obligation protections as in effect on the date hereof, including providing funds, if necessary, are afforded to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)other directors and officers of Buyer.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all All rights to indemnification and exculpation from liabilities to the fullest extent possible for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to including, without limitation, acts in connection with the advancement of expensestransactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of the Company and or each of its Subsidiaries (each, an "Indemnitee") as permitted under Pennsylvania Law as in effect on the date hereof and as provided in their respective articles or certificates of incorporation or by-laws bylaws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall will be assumed by ACIA and ACIA will be directly responsible for such indemnification (including the Surviving Corporationadvancement by ACIA of expenses as incurred by an Indemnified Person to the fullest extent permitted under Pennsylvania Law), without further action, as of the Effective Time and shall survive the Merger and shall such indemnification will continue indefinitely 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 Laweffect. In addition, from and after the Surviving Corporation Effective Time, directors and officers of the Company who become or remain directors or officers of ACIA will be entitled to the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) as are afforded to other directors and officers of ACIA. If the ACIA (i) shall pay consolidate with or merge into any related expenses other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and asses to any Indemnitee under individual, corporation or other entity then in each such case, proper provisions shall be made so that the successors and assignees of ACIA shall assume all of the obligations set forth in this Section 6.04(a5.5. Notwithstanding any other provision hereof, the provisions of this Section 5.5 (i) as incurred are intended to be for the fullest extent permitted under applicable Law benefit of, and will be enforceable -25- by, each indemnified party, his or her heirs and his or her representatives and (including expenses incurred ii) are in addition to, and not in substitution for, any other rights to determine whether indemnification or exculpation is available), provided contribution that the any such person to whom expenses are advanced provides an undertaking to repay such advances to the extent required may have by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent From and Merger Sub after the Closing Date, the Purchaser Entities shall indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or employees of any Debtor and their direct or indirect Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of or with the knowledge of the Company, any other Debtor or any of their direct or indirect Subsidiaries at any time prior to the Closing Date. The Purchaser Entities agree that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of on or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") Closing Date as provided in their the respective certificates certificate of incorporation or by-laws (or other comparable organizational documents) and indemnification Contracts documents of each Debtor or their direct or indirect Subsidiaries as now in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporationeffect, without further action, as of the Effective Time and shall survive the Merger 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, the Surviving Corporation Purchaser Entities shall pay any related the expenses of any Indemnitee under this Section 6.04(a7.18 which are incurred in connection with any Claim (as defined below) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to the extent indemnification; and provided, further, that any determination required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation be made with respect to whether an Indemnitee’s conduct complies with the standards set forth under applicable Law and honors the foregoing obligation as in effect on applicable organizational documents of the date hereofDebtors or their direct or indirect Subsidiaries, including providing funds, if necessary, shall be made by independent legal counsel selected by the Purchaser Entities and mutually acceptable to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)such Indemnitee.

Indemnification, Exculpation and Insurance. (a) Parent Parent, Assertio and Merger Sub agree that all rights to indemnification exculpation and exculpation from liabilities for acts indemnification, including provisions relating to the advancement of expenses incurred in the defense of any Action, existing in favor of any individual who is now, or omissions occurring as has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current a director or former directors, officers, employees or agents officer of the Company and or any of its Subsidiaries (each, an "Indemnitee"“Indemnified Party”) as provided in their the respective certificates governing documents of incorporation the Company or by-laws any of its Subsidiaries (or comparable organizational documents) and in any indemnification Contracts agreement as in existence as of effect on the date hereof between and (x) which has previously been furnished or made available to Assertio or (y) is listed on Section 6.9(a) to the Company Disclosure Letter and disclosed in the Company SEC Documents) as in effect on the date of this Agreement for acts or its Subsidiaries and any of them omissions occurring prior to the Effective Time shall be assumed and performed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Corporation and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such individuals arising out of such acts or omissions, except as otherwise required by applicable Law. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Parent and Assertio shall cause the Surviving Corporation to, maintain in accordance effect the exculpation, indemnification, and advancement of expenses substantially equivalent to the provisions of the governing documents of the Company and its Subsidiaries as in effect immediately prior to the Effective Time with their terms. Such rights respect to acts or omissions by any such occurring prior to the Effective Time, and shall not be amendedamend, repeal, or otherwise modified modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the Indemniteesdisposition of such action or resolution of such claim. During such period, unless such modification is required by Law. In addition, Parent shall guarantee the obligations of the Surviving Corporation shall pay with respect to any related expenses of any Indemnitee and all amounts payable under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)6.9.

Indemnification, Exculpation and Insurance. (a) Parent From and Merger Sub agree after the Closing Date, Buyer shall cause the Surviving Corporation and the Subsidiaries to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the Persons who on or prior to the Closing Date were directors, managing members or officers of the Company or any of the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them to the extent arising from or relating to any such Indemnitee’s duties as an officer, director or managing member of the Company or any of the Subsidiaries. Buyer agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (Closing Date as provided in the Certificate of Incorporation, the Bylaws, or comparable organizational documents of the any of the Subsidiaries as now in effect, and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current indemnification agreements or former directors, officers, employees or agents arrangements of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as any of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger 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, or shall cause the Surviving Corporation shall to, pay any related expenses of any Indemnitee under this Section 6.04(a) 6.6, as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take , the Certificate of Incorporation, the Bylaws or any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as indemnification agreement then in effect on between such person and the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)Company.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Parent shall cause the Surviving Corporation to indemnify, defend and Merger Sub agree hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing DaTe were directors or officers of the Company or any of its 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 any of its Subsidiaries at any time on or prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of on or prior to the Effective Time (and any rights relating to Closing Date as provided in the advancement respective certificate of expenses) existing as of the date hereof in favor of the current incorporation or former directors, officers, employees bylaws or agents comparable organizational documents of the Company and or any of its Subsidiaries (eachas now in effect, an "Indemnitee") as provided in their respective certificates and any indemnification agreements of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or any of its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required approved by Lawsuch Indemnitees. In addition, Parent shall, or shall cause the Surviving Corporation shall to, pay or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 7.7 as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees or agents directors and officers of the Company and its Subsidiaries (each, an "Indemnitee") Entities as provided in their respective certificates Organizational Documents and any indemnification or other similar agreements of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts any Company Entity, in existence each case, as of in effect on the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporationthis Agreement, without further action, as of the Effective Time and shall survive the Merger and 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 Subsidiaries to perform their respective obligations thereunder. Such rights For a period of six (6) years from and after the Effective Time, Parent 829649.04-LACSR01A - MSW 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 IndemniteesCompany Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. In additionWithout limiting the foregoing, for a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation shall pay any related expenses indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of any Indemnitee under this Section 6.04(a) as incurred Company Entity and the heirs and personal representatives of each of the foregoing (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of any Company Entity, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Parent From and Merger Sub agree after the Closing Date, the Surviving Company shall indemnify, defend and hold harmless, to the fullest extent permitted under and subject to applicable Law, the individuals who on or prior to the Closing Date were (i) managers or officers of the Company, (ii) managers, directors or officers of any of its Subsidiaries and (iii) directors or officers of the Corporation (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 any of its Subsidiaries or the Corporation, as applicable, at any time on or prior to the Closing Date. Buyer agrees that all rights of the Indemnitees to advancement of expenses, indemnification and exculpation from liabilities for acts or omissions occurring as of on or prior to the Effective Time (Closing Date as provided in the Organizational Documents of the Company or any of its Subsidiaries or the Corporation as in effect on the date hereof, and any rights relating to the advancement of expenses) existing as indemnification agreements of the date hereof Company or any of its Subsidiaries or the Corporation in favor of the current or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") such Indemnitees as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of effect on the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporationhereof, without further actionwhich indemnification agreements have been disclosed on Schedule 8.7(a), as of the Effective Time and shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by LawLaw or approved by such Indemnitees. In addition, Buyer shall, or shall cause the Surviving Corporation shall Company to, advance, pay and/or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 8.7 as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)indemnification.

Indemnification, Exculpation and Insurance. (a) For six (6) years from and after the Closing, Parent shall cause the Surviving Corporation and Merger Sub agree its Subsidiaries to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who at or prior to the Closing were directors or officers of the Company or any of its 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 any of its Subsidiaries at any time at or prior to the Closing. Parent agrees that all rights of the Indemnitees to advancement of expenses, indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") Closing as provided in their the Company Charter Documents or the respective certificates certificate of incorporation or by-laws bylaws (or comparable organizational documents) and indemnification Contracts in existence as of any of the date hereof between Company’s Subsidiaries as now in effect, and any indemnification agreements of the Company or any of its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Closing and shall continue in full force and effect in accordance with their termsterms for a period of six (6) years following the Closing. Such rights shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such amendment, repealing or modification is required by LawLaw or approved by such Indemnitees. In addition, Parent shall, or shall cause the Surviving Corporation shall and its Subsidiaries, as the case may be, to, advance, pay or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 6.6 as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law; provided, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)indemnification.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring hold harmless each present (as of the Effective Time) and former officer or director 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, incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and any rights relating the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the same extent that the Company is required to indemnify the applicable Indemnified Party under applicable Law and the Company Charter 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) existing as expenses incurred in the defense of the date hereof in favor of the current any Action from Parent or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest same extent permitted that the Company is required to advance such expenses under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)and the Company Charter and Company Bylaws as at the date hereof; provided, provided that the person any Person to whom expenses are advanced provides an undertaking to repay such advances affirmation or undertaking, if and only to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors Washington Act or the foregoing obligation as in effect on the date hereof, including providing funds, if necessaryCompany Charter or Company Bylaws, to permit the Surviving Corporation repay such advances if it is ultimately determined that such Person is not entitled to comply with its obligations under this Section 6.04(a)indemnification.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring as of or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as As of the date hereof in favor of the current or former directorsAppointment Time, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them Parent shall be assumed by cause the Surviving Corporation, without further action, as to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, whether asserted or claimed prior to, at or after the Appointment Time, for acts or omissions occurring at or prior to the Appointment Time, which rights are now existing in favor of the Effective Time current or former directors or officers of the Company and the Company Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organizational documents of any Company Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof). Such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and the Company Subsidiaries for acts or omissions occurring at or prior to the Effective Time than are presently set forth in the Company Certificate and Company Bylaws, and such provisions shall not be amended, repealed, or otherwise modified in any manner that would could adversely affect the rights thereunder of any Person benefited by such provisions. Parent hereby unconditionally guarantees the Indemnitees, unless such modification is required by Law. In addition, obligations of the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)6.05.

Indemnification, Exculpation and Insurance. (a) Parent Parent, Merger Sub and Merger Sub LLC agree that all rights to exculpation or indemnification and exculpation from liabilities for arising from, relating to or otherwise in respect of, acts or omissions occurring as of or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of any of the Company and its Subsidiaries (each, an "Indemnitee") Acquired Companies as provided in their respective certificates of incorporation incorporation, bylaws or by-laws (or comparable other organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and documents shall survive the Merger and the Subsequent Merger and shall continue in full force and effect in accordance with their terms. Such rights For a period of no less than six (6) years from the Effective Time, Parent shall, shall not be amendedcause the Surviving Company to, and the Surviving Company shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions of each Acquired Company’s certificate of incorporation and bylaws or similar organizational documents in effect as of the date of this Agreement or under 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. None of Parent, the Surviving Corporation or the Surviving Company shall amend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of any of the IndemniteesAcquired Companies; provided, unless such modification is required by Law. In additionhowever, the Surviving Corporation shall pay any related that all rights to exculpation, indemnification and advancement of expenses in respect of any Indemnitee under this Section 6.04(a) as incurred to Action pending or asserted or any claim made within such period shall continue until the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay final disposition of such advances to the extent required by applicable LawAction. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).84

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, whether asserted or claimed prior to, at or after the Effective Time, for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees directors or agents officers of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates the Company Articles, the Company Bylaws, the organization documents of incorporation any Subsidiary or by-laws any written indemnification Contract (true and correct copies of which previously have been provided to Parent) between such directors or comparable organizational documents) officers and indemnification Contracts the Company (in existence each case, as of in effect on the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporationhereof), 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. Such rights From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time than are presently set forth in the Company Articles and Company Bylaws, and such provisions shall not be amended, repealed, or otherwise modified in any manner that would could adversely affect the rights thereunder of any person benefited by such provisions. Parent hereby unconditionally guarantees the Indemnitees, unless such modification is required by Law. In addition, obligations of the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a6.07(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Parent From and Merger Sub agree after the Effective Time, Buyer shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless, to the extent provided by the Company prior to the Effective Time, the Persons who at or prior to the Effective Time were directors, managing members, officers, employees, agents or stockholders of the Company or any of the Subsidiaries, or were a Consultant (as defined in the Management Agreement) or a member, manager, officer, fiduciary, employee or agent of a Consultant (collectively, the “Indemnitees”), with respect to all acts or omissions by them or taken at the request of the Company or any of the Subsidiaries in each case at or prior to the Effective Time. Buyer agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (as provided in the Certificate of Incorporation, the Bylaws, or comparable organizational documents of any of the Subsidiaries as now in effect, and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current indemnification agreements or former directors, officers, employees or agents arrangements of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as any of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving CorporationSubsidiaries, without further action, as of the Effective Time and shall survive the Merger Closing 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, from and after the Effective Time Buyer shall, or shall cause the Surviving Corporation shall pay to, advance any related expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 6.04(a) 6.6 (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.6), as incurred to the fullest extent permitted under applicable Law (including expenses incurred provided by the Company prior to determine whether indemnification or exculpation is available)the Effective Time, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) Parent From and Merger Sub agree after the Effective Time, Buyer shall cause each Acquired Company (each a “Primary Indemnitor”) to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who at or prior to the Effective Time were directors or officers of any Acquired Company (collectively in their capacities as such, the “Indemnitees”), with respect to all acts or omissions by them in their capacities as such or taken by them at the request of any Acquired Company, in each case, at or prior to the Effective Time. Buyer agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (as provided in the Certificate of Incorporation, the Bylaws or any comparable Organizational Document of any Company Subsidiary as now in effect, and any rights relating to the advancement of expenses) existing as each of the date hereof in favor indemnification agreements or arrangements of the current or former directors, officers, employees or agents any Acquired Company set forth on Schedule 6.6(a) of the Company and its Subsidiaries (eachDisclosure Schedules, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Closing and shall continue in full force and effect in accordance with their termsterms and all debts, liabilities, obligations and duties of the Company thereunder shall become the debts, liabilities, obligations and duties of the Surviving Corporation in accordance with the terms of this Agreement. 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, and without limiting Buyer’s obligations under the Surviving Corporation immediately preceding sentence, from and after the Effective Time, Buyer shall pay cause the Acquired Companies to advance any related expenses with respect to matters that are, or are potentially, indemnifiable in accordance with this Section 6.6(a) (including fees and expenses of legal counsel) of any Indemnitee under this Section 6.04(a) 6.6 (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.6), as incurred incurred, to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), Law; provided that the person Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined in a final judicial determination that such Person was not entitled to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)be so indemnified.

Indemnification, Exculpation and Insurance. (a) Parent Central and Merger Central Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, employees or agents of Holdings, Allright and the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification Contracts in agreements or arrangements of Holdings, Allright or any Subsidiary the existence as of the date hereof between the Company or its Subsidiaries and any which does not cause a breach of them this Agreement shall be assumed by the Surviving CorporationCentral, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect effect, without amendment, for six years after the Effective Time; provided, however, that all rights to indemnification in accordance with their termsrespect of any claim asserted or made within such period shall continue until the final disposition of such claim. Such rights Central shall not be amended, or otherwise modified cooperate in the defense of any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Lawmatter. In addition, from and after the Effective Time, directors or officers of Holdings, Allright or any Subsidiary who become directors or officers of Central or any Central Subsidiary will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of Central or such Central Subsidiary. (b) In the event that either of the Surviving Corporation or Central 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 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, proper provision will be made so that the successors and assigns of Central or the Surviving Corporation, as applicable, will assume the obligations thereof set forth in this Section 5.11. (c) The provisions of this Section 5.11 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (d) For six years after the Effective Time, Central or the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred maintain in effect Holdings' and Allright's current directors' and officers' liability insurance covering acts or omissions occurring prior to the fullest extent permitted under applicable Law (including expenses incurred Effective Time with respect to determine whether indemnification or exculpation is available), provided that those persons who are currently covered by such directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable in the person to whom expenses are advanced provides an undertaking to repay aggregate currently covered by such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as insurance than those of such policy in effect on the date hereof; provided that Central may substitute therefor policies of Central or the Central Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers or, including providing fundsin the alternative, if necessary, to permit Central may purchase a "tail" on Holdings' existing insurance policy for a term of not less than six years. (e) Central shall cause the Surviving Corporation or any successor thereto to comply with its obligations under this Section 6.04(a).5.11. (f) This Section 5.11 is intended to be for the benefit of such directors and officers. Section 5.12

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, the Parent will fulfill and honor and will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and any of its subsidiaries and their respective directors and officers (each, an "Indemnified Party") existing prior to the date hereof; provided, that Parent and Merger Sub agree that all rights the Surviving Corporation shall have no obligation to indemnify an Indemnified Party thereunder in respect of claims, liabilities or damages arising out of a knowing and willful breach of a representation or covenant made by the Company in this Agreement caused by such Indemnified Party. From and after the Effective Time, such obligations shall be the joint and several obligations of Parent and the Surviving Corporation and, by executing this Agreement, Parent hereby assumes such obligations. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain the same provisions with respect to indemnification and exculpation elimination of liability for monetary damages as are set forth in the Articles of Incorporation and Bylaws of the Company, which provisions will not be amended, repealed or otherwise modified from liabilities for acts or omissions occurring as of or prior to the Effective Time (and in any manner that would adversely affect the rights relating to the advancement thereunder of expenses) existing individuals who, as of the date hereof in favor of or any time after the current or former date hereof and prior to the Effective Time, were directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemniteessubsidiaries, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)law.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring as of or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents directors and officers of the Company and or any of its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates the Company’s or its Subsidiaries’ certificate of incorporation or by-laws bylaws (or comparable organizational governing documents) and as in effect on the date of this Agreement or in any indemnification Contracts agreement listed in existence as Section 6.11 of the Disclosure Schedule as in effect on the date hereof between of this Agreement for acts or omissions occurring prior to the Company or its Subsidiaries and any of them Effective Time shall be assumed and performed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Corporation 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 until the rights expiration of the Indemniteesapplicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) except as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent otherwise required by applicable Law. Parent shall take any From the Effective Time through the sixth anniversary of the Closing Date, the certificate of incorporation and all actions necessary to ensure that bylaws (or comparable governing documents) of the Surviving Corporation complies with and honors its Subsidiaries shall contain, and Parent shall cause the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit certificate of incorporation and bylaws (or comparable governing documents) of the Surviving Corporation and its Subsidiaries to comply so contain, provisions (applicable to the current and former directors and officers of the Company and its Subsidiaries as of the Effective Time) no less favorable with respect to indemnification, advancement of expenses and exculpation than are presently set forth in the certificate of incorporation and bylaws (or comparable governing documents) of the Company and its obligations under this Section 6.04(a)Subsidiaries.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree Rubicon Project agrees that all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) now existing as of the date hereof in favor of the current or former directors, officers, officers or employees or agents of Telaria (the Company and its Subsidiaries (each, an "Indemnitee"“D&O Indemnified Parties”) as provided in their respective certificates the Certificate of incorporation Incorporation of Telaria, the Bylaws of Telaria or by-laws any indemnification contract between such directors, officers or employees and Telaria (or comparable organizational documents) and indemnification Contracts in existence each case, as of in effect on the date hereof between of this Agreement or entered after the Company or its Subsidiaries and any date of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and this Agreement in accordance with Section 5.1(a)) shall survive the Merger and shall continue in full force and effect, it being the intent of the parties that the D&O Indemnified Parties shall continue to be entitled to such exculpation and indemnification to the full extent of Applicable Law. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Rubicon Project shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Certificate of Incorporation of Telaria and the Bylaws of Telaria as in accordance effect immediately prior to the Effective Time with their terms. Such rights respect to acts or omissions occurring prior to the Effective Time and shall not be amendedamend, repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses thereunder of any Indemnitee under this Section 6.04(a) as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available), D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the person to whom expenses are advanced provides an undertaking to repay disposition of such advances to action or resolution of such claim. From and after the extent required by applicable Law. Parent Effective Time, Rubicon Project shall take any guarantee and all actions necessary to ensure that the Surviving Corporation complies with stand surety for, and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit shall cause the Surviving Corporation to comply honor, in accordance with its obligations under their respective terms, each of the covenants contained in this Section 6.04(a)6.4.

Indemnification, Exculpation and Insurance. (a) Parent For the six year period commencing immediately after the Closing Date, the Buyer shall cause each of the Company, the Subsidiaries and Merger Sub agree any of their successors or assigns to, indemnify, to the fullest extent permitted under applicable 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 the Seller, the Company or any of the Subsidiaries at any time prior to the Closing Date. Buyer agrees, for and on behalf of itself, 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 as of at or prior to the Effective Time (Closing Date as provided in the respective Organizational Documents of such entities as now in effect, and any rights relating to the advancement indemnification agreements or arrangements of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents on behalf of the Company and its Subsidiaries (each, an "Indemnitee") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as any of the date hereof between the Company or its Subsidiaries and any of them shall be assumed by the Surviving CorporationSubsidiaries, without further action, as of the Effective Time and shall survive the Merger 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, the Surviving Corporation Buyer shall, and shall cause the Company, or the Subsidiaries, as applicable, to pay any related expenses of any Indemnitee under this Section 6.04(a) 7.4, as incurred to the ACTIVE 218042945 fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided provided, that the person Person to 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 the extent required by applicable Law. Parent shall take Company or any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with of its obligations under this Section 6.04(a)Subsidiaries.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Parent shall, and Merger Sub agree shall cause the Surviving Corporation to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company or any of its 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 any of its Subsidiaries at any time prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents of the Company and its Subsidiaries (each, an "Indemnitee") Closing Date as provided in their the respective certificates certificate of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as documents of the date hereof between the Company or any of its Subsidiaries as now in effect, and any of them shall be assumed by the Surviving Corporation, without further action, as indemnification agreements or arrangements of the Effective Time and Company or any of its Subsidiaries shall survive the Merger 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, Parent shall, or shall cause the Surviving Corporation shall to, pay or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 8.7, as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall, and Merger Sub agree that shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Effective Time were directors, officers or employees of the Company or any of its 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 any of its Subsidiaries at any time prior to the Effective Time. Parent agrees that, and shall cause the Surviving Corporation to assume, all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of at or prior to the Effective Time (and any rights relating to as provided in the advancement of expenses) existing as of the date hereof in favor of the current or former directors, officers, employees or agents respective Organizational Documents of the Company and or any of its Subsidiaries (eachas now in effect, an "Indemnitee") as provided in their respective certificates and any indemnification agreements or arrangements of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or any of its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as disclosed in Section 6.04 of the Effective Time and Company Disclosure Schedule shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such For a period of not less than six years from the Effective Time, such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the IndemniteesIndemnitees with respect to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Effective Time, unless such modification is required by Law. In addition, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) 6.04 as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Parent shall cause the Surviving Corporation to indemnify, defend and Merger Sub agree hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors or officers of the Company or any of its 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 any of its Subsidiaries at any time on or prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring as of on or prior to the Effective Time (and any rights relating to Closing Date as provided in the advancement respective certificate of expenses) existing as of the date hereof in favor of the current incorporation or former directors, officers, employees bylaws or agents comparable organizational documents of the Company and or any of its Subsidiaries (eachas now in effect, an "Indemnitee") as provided in their respective certificates and any indemnification agreements of incorporation or by-laws (or comparable organizational documents) and indemnification Contracts in existence as of the date hereof between the Company or any of its Subsidiaries and any of them shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required approved by Lawsuch Indemnitees. In addition, Parent shall, or shall cause the Surviving Corporation shall to, pay or reimburse any related expenses of any Indemnitee under this Section 6.04(a) 7.7 as incurred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a).

Indemnification, Exculpation and Insurance. From and after the Effective Time, Parent will assume and/or fulfill, as applicable, and will cause ACI or Bowater, as applicable, and/or their respective successors to fulfill and honor in all respects their respective obligations pursuant to any indemnification agreements between ACI or Bowater, as applicable, and their respective current or former directors, officers or employees (athe “Indemnified Parties”) Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring as of or in effect immediately prior to the Effective Time (and any rights relating to indemnification provisions under the advancement of expenses) existing ACI Bylaws, Bowater Certificate or Bowater Bylaws, each as of in effect on the date hereof (and shall also pay expenses in favor advance of the current final disposition of any such action, suit or former directorsproceeding to each Indemnified Party to the fullest extent permitted under such documents and applicable Law, officers, employees or agents upon receipt from the Indemnified Party to whom expenses are advanced of the Company undertaking to repay such advances if indemnification is subsequently found by a court of competent jurisdiction, which finding is no longer subject to appeal or further proceedings, that such person is not entitled to indemnification). Parent shall cause ACI and its Subsidiaries (each, an "Indemnitee") as provided in Bowater and/or their respective certificates of incorporation successors to not amend, repeal or by-laws (or comparable organizational documents) otherwise modify the provisions with respect to exculpation and indemnification Contracts contained in existence the ACI Bylaws, the Bowater Charter or the Bowater Bylaws as of in effect on the date hereof between the Company or its Subsidiaries and any for a period of them shall be assumed by the Surviving Corporation, without further action, as of six (6) years from the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the IndemniteesEffective Time, were directors or officers of ACI or Bowater, as applicable, unless such modification is required by Law. In additionFor a period of six (6) years after the Effective Time, Parent will, or will cause ACI, Bowater and/or their respective 77 successors to, maintain in effect, if available, directors’ and officers’ liability insurance covering those persons who are currently covered by ACI’s or Bowater’s, as applicable, directors’ and officers’ liability insurance policy with respect to claims arising from actions or omissions that occurred on or before the Effective Time (including in connection with this Agreement and the transactions contemplated hereby) on terms no less favorable to the beneficiaries thereof than those applicable to persons currently covered. This Section 7.04 is intended to be for the benefit of, and shall be enforceable by, the Surviving Corporation shall pay any related expenses of any Indemnitee under this Section 6.04(a) as incurred Indemnified Parties referred to the fullest extent permitted under applicable Law (including expenses incurred to determine whether indemnification or exculpation is available)herein, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent shall take any their heirs and all actions necessary to ensure that the Surviving Corporation complies with and honors the foregoing obligation as in effect on the date hereof, including providing funds, if necessary, to permit the Surviving Corporation to comply with its obligations under this Section 6.04(a)personal representatives.