Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Surviving Titanium and the Reorganized Titanium Operating Company and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, which agreements shall continue in full force and effect in accordance with their terms. From and after the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by Applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating Company agrees that Reorganized Titanium Operating Company will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director, officer or employee of Titanium, Titanium OP or any of their respective Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person (the “Titanium Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative, to the extent related to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions), arising out of or pertaining to the fact that Titanium Indemnified Party is or was an officer, director or employee of Titanium, Titanium OP or any of their respective Subsidiaries or is or was serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Action, (x) each Titanium Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Action from Reorganized Titanium Operating Company within ten Business Days of receipt by Reorganized Titanium Operating Company from such Titanium Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (y) Silver, Silver OP, Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries shall cooperate in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Reorganized Titanium Operating Company Subsidiaries as provided in their respective Organization Documents and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements Contracts of Titanium, Titanium OP the Company or any of their respective SubsidiariesCompany Subsidiary, in each case case, as in effect on the date of this Agreement, which agreements shall continue in full force and effect in accordance with their termsterms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Surviving Corporation and the Company Subsidiaries to perform their respective obligations thereunder. From Without limiting the foregoing, from and after the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by Applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating Company Surviving Corporation agrees that Reorganized Titanium Operating Company it will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director, officer or employee of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary as a director, officer or employee of another Person (the “Titanium Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened ActionClaim, whether civil, criminal, administrative, regulatory administrative or investigative, to the extent related investigative (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions)), arising out of or pertaining to the fact that Titanium the Company Indemnified Party is or was an officera director, director officer or employee of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary or is or was serving at the request of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law. In the event of any such ActionClaim, (xi) each Titanium Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Action Claim from Reorganized Titanium Operating Company Parent within ten (10) Business Days of after receipt by Reorganized Titanium Operating Parent from the Company from such Titanium Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law or the Surviving Corporation’s Organizational Documents, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (yii) Silver, Silver OP, the Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries Corporation shall cooperate in good faith in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Reorganized Titanium Operating Effective Time and rights to advancement of expenses relating thereto existing as of the date hereof in favor of any person who is or prior to the Effective Time becomes, or has been at any time prior to the date hereof, a director or officer of the Company and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiariesits Subsidiaries (each, an “Indemnified Party”) as provided in each case as in effect on the date Company Certificate of this AgreementIncorporation, the Company Bylaws, the equivalent organizational documents of any Subsidiary of the Company which agreements has been made available to Parent, or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries which has been made available to Parent, shall survive the Merger and continue in full force and effect in accordance with their respective terms. From and For a period of six (6) years after the Effective Time and ending on the sixth anniversary of the Effective Time, to Parent shall cause the fullest extent permitted by Applicable Law (including to Surviving Corporation Certificate of Incorporation and the fullest extent authorized or permitted by any amendments to or replacements bylaws of the MBCASurviving Corporation to contain provisions no less favorable with respect to indemnification, DGCLexculpation, DLLCA or DRULPA adopted after the date limitation of this Agreement that increase the amount liabilities and advancement of expenses with respect to which a corporation, limited liability company or limited partnership may indemnify its present and former directors and officers and directors) each of Silver and Reorganized Titanium Operating Company agrees that Reorganized Titanium Operating Company will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is as of the date Company and its Subsidiaries in respect of this Agreement, acts or who becomes prior to the Effective Time, a director, officer or employee of Titanium, Titanium OP or any of their respective Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person (the “Titanium Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative, to the extent related to matters existing or omissions occurring or alleged to occur have occurred at or prior to the Effective Time (including this Agreement than are as set forth in the Company Certificate of Incorporation or the Company Bylaws and shall not amend, repeal or otherwise modify the transactions and actions contemplated hereby, including Surviving Corporation Certificate of Incorporation or the Transactions), arising out bylaws of or pertaining to the fact Surviving Corporation in any manner that Titanium Indemnified Party is or was an officer, director or employee of Titanium, Titanium OP or any of their respective Subsidiaries or is or was serving at would adversely affect the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time. In the event rights thereunder of any such ActionIndemnified Parties with respect to indemnification, (x) each Titanium exculpation and limitation of liabilities of the Indemnified Party will be entitled to Parties and advancement of expenses incurred in the defense of any such Action from Reorganized Titanium Operating Company within ten Business Days of receipt by Reorganized Titanium Operating Company from such Titanium Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (y) Silver, Silver OP, Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries shall cooperate in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their termsexpenses.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Reorganized Titanium Operating Effective Time now existing in favor of the current or former directors, officers or employees of the Company and its Subsidiaries shall as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements of Titanium, Titanium OP the Company or any of their respective its Subsidiaries, in each case as in effect on the date of this Agreement, which agreements shall continue in full force and effect in accordance with their terms. From and after the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by Applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA DGCL adopted after the date of this Agreement that increase the amount degree to which a corporation, limited liability company or limited partnership corporation may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating the Surviving Company agrees that Reorganized Titanium Operating Company it will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director, director or officer or employee of Titanium, Titanium OP the Company or any of their respective its Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP the Company or any of their respective its Subsidiaries as a director, director or officer or employee of another Person (the “Titanium Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative, to the extent related investigative (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions)), arising out of or pertaining to the fact that Titanium the Company Indemnified Party is or was an officer, officer or director or employee of Titanium, Titanium OP the Company or any of their respective its Subsidiaries or is or was serving at the request of Titanium, Titanium OP the Company or any of their respective its Subsidiaries as a director, director or officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Action, (xi) each Titanium Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Action from Reorganized Titanium Operating the Surviving Company within ten (10) Business Days of receipt by Reorganized Titanium Operating the Surviving Company from such Titanium the Company Indemnified Party of a request therefor; provided that any person Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Company’s certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by final adjudication that such person Person is not entitled to indemnification and (yii) Silver, Silver OP, the Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries shall cooperate in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium and the Reorganized Titanium Operating Without limiting any additional rights that any employee may have under any agreement or Company and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements of TitaniumPlan, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, which agreements shall continue in full force and effect in accordance with their terms. From and after from the Effective Time and ending on through the sixth anniversary of the date on which the Effective TimeTime occurs, to Parent shall, or shall cause the fullest extent permitted by Applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCASurviving Corporation to, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating Company agrees that Reorganized Titanium Operating Company will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is present (as of the date of this Agreement, or who becomes prior to the Effective Time) and former officer, a director, officer manager or employee of Titanium, Titanium OP or any of their respective the Company and its Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person (the “Titanium Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursementsdisbursements (collectively, “Costs”), incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory administrative or investigative, arising out of or pertaining to (i) the extent related to fact that the Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions), arising out of or pertaining to the fact that Titanium Indemnified Party is or was an officer, director or employee of Titanium, Titanium OP or any of their respective Subsidiaries or is or was serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (xA) each Titanium Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such Action from Reorganized Titanium Operating Parent or the Surviving Corporation, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof, within ten 10 Business Days of receipt by Reorganized Titanium Operating Company Parent or the Surviving Corporation from such Titanium the Indemnified Party of a request therefor; provided provided, that any person Person to whom expenses are advanced provides an undertaking unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement (or form thereof) identified in Section 5.11(a) of the Company Disclosure Letter and in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined by final adjudication that such person Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (yC) Silver, Silver OP, the Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries Corporation shall cooperate in the defense of any such matter. Without limiting Parent and the foregoing, Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their termsIndemnified Parties.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium and Without limiting any additional rights that any current or former officer or director may have under the Reorganized Titanium Operating Company and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification Charter or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case Company Bylaws as in effect on the date of this AgreementAgreement in their capacity as such, which agreements shall continue in full force and effect in accordance with their terms. From and after from the Effective Time and ending on through the sixth anniversary of the date on which the Effective TimeTime occurs, to Parent, the fullest extent permitted by Applicable Law (including to Surviving Corporation and the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating Company agrees that Reorganized Titanium Operating Company will (and Silver will cause such entity to) Surviving LLC shall indemnify and hold harmless each individual who was or is current (as of the date of this Agreement, or who becomes immediately prior to the Effective Time, a director, ) and each former officer or employee of Titanium, Titanium OP or any of their respective Subsidiaries or who is as and director of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP or Company from and against any of their respective Subsidiaries as a director, officer or employee of another Person and all loss and liability suffered and expenses (the “Titanium Indemnified Parties”including attorneys’ fees), against all claims, losses, liabilities, damages, judgments, inquiries, fines, fines and amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, reasonably incurred by such person in connection with any actual action, suit or threatened Actionproceeding, whether civil, criminal, administrative, regulatory administrative or investigative, to the extent related to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions), arising out of or pertaining to the fact that Titanium Indemnified Party the indemnified Person is or was an officer, director or employee of Titanium, Titanium OP the Company or any of their respective its Subsidiaries at or is or was serving at prior to the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another PersonEffective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent the Company would have been required to do so under the Company Charter, Company Bylaws or DGCL (for the avoidance of doubt, subject to the limitations on the Company’s ability to indemnify its directors and officers under Section 145 of the DGCL). In the event of any such Actionaction, (x) suit or proceeding, each Titanium Indemnified Party will such indemnified Person shall be entitled to advancement of expenses incurred in the defense of any such Action action, suit or proceeding from Reorganized Titanium Operating the Surviving Corporation and the Surviving LLC to the fullest extent that the Company within ten Business Days would be permitted to advance such expenses under the DGCL. Each of receipt by Reorganized Titanium Operating Company from such Titanium Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (y) Silver, Silver OP, Surviving Titanium, Surviving Titanium OPParent, the Reorganized Titanium Operating Company Surviving Corporation and their respective Subsidiaries shall cooperate in the defense Surviving LLC agrees, and Parent agrees to cause each of any such matter. Without limiting the foregoingSurviving Corporation and the Surviving LLC, to continue and not to repeal or modify, and agree to include, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiariespermitted by applicable Law, in each case as in effect on its organizational documents provisions for the date of this Agreementexculpation, provide more favorable terms regarding indemnification, indemnification and advancement of expenses of the current and exculpation to current or former directors, directors and officers or employees of Titanium, Titanium OP the Company as currently existing in the Company Charter and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their termsBylaws.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Reorganized Titanium Operating Company Subsidiaries as provided in their respective Organization Documents and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements Contracts of Titanium, Titanium OP the Company or any of their respective SubsidiariesCompany Subsidiary, in each case case, as in effect on the date of this Agreement, which agreements shall continue in full force and effect in accordance with their termsterms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Surviving Corporation and the Company Subsidiaries to perform their respective obligations thereunder. From Without limiting the foregoing, from and after the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by Applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating Company Surviving Corporation agrees that Reorganized Titanium Operating Company it will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director, officer or employee of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary as a director, officer or employee of another Person (the “Titanium Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened ActionClaim, whether civil, criminal, administrative, regulatory administrative or investigative, to the extent related investigative (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions)), arising out of or pertaining to the fact that Titanium the Company Indemnified Party is or was an officera director, director officer or employee of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary or is or was serving at the request of Titanium, Titanium OP the Company or any of their respective Subsidiaries Company Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law. In the event of any such ActionClaim covered under this Section 6.09, (x) each Titanium Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Action Claim from Reorganized Titanium Operating Company within ten Business Days Parent; provided, that (i) any Person seeking advancement of receipt by Reorganized Titanium Operating Company from such Titanium Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides shall first provide an undertaking (if and only to the extent required by applicable Law or the Surviving Corporation’s Organizational Documents) to the Parent to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (yii) Silver, Silver OP, the Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries Corporation shall cooperate in good faith in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Reorganized Titanium Operating Effective Time now existing in favor of the current or former directors, officers or employees of the Company and its Subsidiaries shall as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements of Titanium, Titanium OP the Company or any of their respective its Subsidiaries, in each case as in effect on the date of this Agreement, which agreements shall continue in full force and effect in accordance with their termsterms except in the case of fraud, willful breach or an interested party transaction. From and after the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by Applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA DGCL adopted after the date of this Agreement that increase the amount extent to which a corporation, limited liability company or limited partnership corporation may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating the Surviving Company agrees that Reorganized Titanium Operating Company it will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director, director or officer or employee of Titanium, Titanium OP the Company or any of their respective its Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP the Company or any of their respective its Subsidiaries as a director, director or officer or employee of another Person (the “Titanium Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative, to the extent related investigative (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions)), arising out of or pertaining to the fact that Titanium the Company Indemnified Party is or was an officer, officer or director or employee of Titanium, Titanium OP the Company or any of their respective its Subsidiaries or is or was serving at the request of Titanium, Titanium OP the Company or any of their respective its Subsidiaries as a director, director or officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Action, (x) each Titanium Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Action from Reorganized Titanium Operating the Surviving Company within ten (10) Business Days of receipt by Reorganized Titanium Operating the Surviving Company from such Titanium the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (y) Silver, Silver OP, Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries shall cooperate in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium From and after the Reorganized Titanium Operating Company and its Subsidiaries shall (and Silver Effective Time, Parent shall cause such entities the Surviving Corporation and any successor thereof to, (i) honor agree subject to applicable Law, to indemnify and fulfill hold harmless each individual who at the obligations Effective Time is, or at any time prior to the Effective Time was, a director, officer or manager of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements of Titanium, Titanium OP the Company or any of their respective Subsidiariesits Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any Proceeding (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director, officer or manager of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, manager, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, manager, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Proceeding relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent permitted under applicable Law, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (x) the Company’s certificate of incorporation and by-laws and the organizational documents of such Subsidiaries as currently in effect as of the date of this Agreement and (y) the indemnification agreements listed on Schedule 7.7 as in effect on as of the date of this Agreement, which agreements shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect in accordance with their respective terms. From Without limiting the foregoing, Parent, from and after the Effective Time Time, shall cause the certificate of incorporation and ending on the sixth anniversary by-laws of the Effective Time, Surviving Corporation and the organizational documents of its Subsidiaries to contain provisions no less favorable to the fullest extent permitted by Applicable Law (including Indemnitees with respect to the fullest extent authorized or permitted by any amendments to or replacements limitation of the MBCAliabilities of directors, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver managers and Reorganized Titanium Operating Company agrees that Reorganized Titanium Operating Company will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is indemnification than are set forth as of the date of this AgreementAgreement in the Company’s certificate of incorporation and by-laws and its Subsidiaries’ organizational documents, which provisions shall not be amended, repealed or who becomes prior to otherwise modified in a manner that would adversely affect such rights thereunder of the Indemnitees. In addition, from and after the Effective Time, a directorParent shall cause the Surviving Corporation to agree, officer or employee of Titaniumsubject to applicable Law, Titanium OP or to advance any of their respective Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person expenses (the “Titanium Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred expenses of legal counsel) of any Indemnitee under this Section 7.7 (including in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative, enforcing the indemnity and other obligations referred to in this Section 7.7) as incurred to the fullest extent related to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated herebypermitted under applicable Law, including the Transactions), arising out of or pertaining to the fact that Titanium Indemnified Party is or was an officer, director or employee of Titanium, Titanium OP or any of their respective Subsidiaries or is or was serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Action, (x) each Titanium Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Action from Reorganized Titanium Operating Company within ten Business Days of receipt by Reorganized Titanium Operating Company from such Titanium Indemnified Party of a request therefor; provided that any the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (y) Silver, Silver OP, Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries shall cooperate in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Surviving Titanium and the Reorganized Titanium Operating Company and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill the obligations of Titanium and its Subsidiaries pursuant to any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, which agreements shall continue in full force and effect in accordance with their terms. From and after the Effective Time Time, the Surviving Corporation will, and ending on Parent will cause the sixth anniversary of the Effective TimeSurviving Corporation to, (i) indemnify, defend and hold harmless, to the fullest extent permitted by Applicable Law applicable Law, all past and present directors and officers of the Company and any Company Subsidiary and all fiduciaries under any Company Benefit Plan (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”) against any costs, expenses (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating Company agrees that Reorganized Titanium Operating Company will (and Silver will cause such entity to) indemnify and hold harmless each individual who was or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director, officer or employee of Titanium, Titanium OP or any of their respective Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person (the “Titanium Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including reasonable attorneys’ fees and expenses and disbursements), incurred in connection with judgments, fines, losses, claims, damages or liabilities to the extent related to any actual claim, action, suit, proceeding or threatened Actioninvestigation, whether civil, criminal, administrative, regulatory administrative or investigative, to the extent related to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions), arising out of or pertaining to the fact that Titanium the Company Indemnified Party is or was an officer, a director or employee officer of Titanium, Titanium OP the Company or any of their respective the Company Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of Titanium, Titanium OP the Company or any of their respective the Company Subsidiaries as a directordirector or officer of any other corporation, officer limited liability company, partnership, joint venture, trust or employee of another Person, other business or non-profit enterprise (including any Company Benefit Plan) at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective TimeTime (including with respect to acts or omissions occurring in connection with the Transaction Agreements and the consummation of the Transactions). In Subject to applicable Law, the event Surviving Corporation will, and Parent will cause the Surviving Corporation to, pay the fees and expenses of a Company Indemnified Party (including reasonable attorneys’ fees and expenses and disbursements) in advance of the final disposition of any action, suit, proceeding or investigation that is the subject of the right to indemnification under this Section 6.04(a); provided, however, that such Action, (x) each Titanium Company Indemnified Party will be entitled undertakes to advancement reimburse the Surviving Corporation for all amounts so advanced if a court of expenses incurred in the defense of any competent jurisdiction determines by a final, nonappealable order that such Action from Reorganized Titanium Operating Company within ten Business Days of receipt by Reorganized Titanium Operating Company from such Titanium Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (y) Silver, Silver OP, Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries shall cooperate in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case as in effect on the date of this Agreement, provide more favorable terms regarding indemnification, advancement of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their terms.

Indemnification, Exculpation and Insurance. The Merger Agreement provides for certain indemnification, exculpation from liabilities, advancement of expenses and insurance rights in favor of any individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of Aimmune or its subsidiaries (a) each, an “Indemnified Party”). Specifically, Nestlé has agreed that, for six years from and after the Effective Time, Nestlé will cause the Surviving Titanium Corporation to honor, fulfill, perform and the Reorganized Titanium Operating Company and its Subsidiaries shall (and Silver shall cause such entities to) honor and fulfill satisfy the obligations of Titanium Aimmune and its Subsidiaries pursuant to any subsidiaries under (i) each indemnification or other similar agreements of Titanium, Titanium OP agreement in effect between Aimmune or any of their respective Subsidiaries, its subsidiaries and any Indemnified Party made available to Nestlé prior to the date of the Merger Agreement and (ii) any indemnification and exculpation provision set forth in each case Aimmune’s certificate of incorporation and bylaws as in effect on the date of this the Merger Agreement. In addition, which agreements shall continue in full force and effect in accordance with their terms. From Nestlé has agreed that, for six years from and after the Effective Time Time, the certificate of incorporation and ending on the sixth anniversary bylaws of the Effective Time, to the fullest extent permitted by Applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the MBCA, DGCL, DLLCA or DRULPA adopted after the date of this Agreement that increase the amount to which a corporation, limited liability company or limited partnership may indemnify its officers and directors) each of Silver and Reorganized Titanium Operating Company agrees that Reorganized Titanium Operating Company Surviving Corporation will contain (and Silver Nestlé will cause such entity tothem to contain) indemnify and hold harmless each individual who was or is as of the date of this Agreementprovisions no less favorable with respect to indemnification, or who becomes prior to the Effective Time, a director, officer or employee of Titanium, Titanium OP or any of their respective Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person (the “Titanium Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative, to the extent related to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby, including the Transactions), arising out of or pertaining to the fact that Titanium Indemnified Party is or was an officer, director or employee of Titanium, Titanium OP or any of their respective Subsidiaries or is or was serving at the request of Titanium, Titanium OP or any of their respective Subsidiaries as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Action, (x) each Titanium Indemnified Party will be entitled to advancement of expenses incurred and exculpation of each Indemnified Party than those set forth in the defense certificate of any such Action from Reorganized Titanium Operating Company within ten Business Days incorporation and bylaws of receipt by Reorganized Titanium Operating Company from such Titanium Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (y) Silver, Silver OP, Surviving Titanium, Surviving Titanium OP, the Reorganized Titanium Operating Company and their respective Subsidiaries shall cooperate in the defense of any such matter. Without limiting the foregoing, to the extent the Titanium Charter, Titanium By-laws, Titanium OP Agreement, the Organizational Documents of their respective Subsidiaries, and any indemnification or other similar agreements of Titanium, Titanium OP or any of their respective Subsidiaries, in each case Aimmune as in effect on the date of this the Merger Agreement. The Merger Agreement also provides that, prior to the Effective Time, Aimmune will use reasonable best efforts to purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person covered as of the date of the Merger Agreement by Aimmune’s directors’ and officers’ liability insurance policy and each person who becomes covered by Aimmune’s directors’ and officers’ liability insurance policy prior to the Effective Time on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of the Merger Agreement for the six year period following the Effective Time and at an aggregate price not to exceed 300% of the aggregate amount per annum paid by Aimmune in its last full fiscal year prior to the date of the Merger Agreement for such insurance (the “Current Premium”). If Aimmune or Nestlé obtains such prepaid “tail” or “runoff” policies prior to the Effective Time, the Surviving Corporation shall, and Nestlé will cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to perform and satisfy the obligations thereunder. If Aimmune fails to purchase such “tail” or “runoff” policy prior to the Effective Time, then either (i) Nestlé may purchase such “tail” or “runoff” policy or (ii) the Surviving Corporation will, and Nestlé will cause the Surviving Corporation to, maintain a directors’ and officers’ liability Table of Contents insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by Aimmune’s directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of the Merger Agreement for six years from and after the Effective Time. Notwithstanding the foregoing, regardless of who obtains the “tail” or “runoff” policy, neither Nestlé nor the Surviving Corporation will be obligated to pay annual premiums in an aggregate amount in excess of 300% of the Current Premium, and if such premiums for such insurance would at any time exceed such amount, then Nestlé or the Surviving Corporation will cause to be maintained insurance policies that, in the good faith judgment of Nestlé or the Surviving Corporation, provide more favorable terms regarding indemnification, advancement the maximum coverage available at an annual aggregate premium equal to 300% of expenses and exculpation to current or former directors, officers or employees of Titanium, Titanium OP and their respective Subsidiaries, each of Surviving Titanium and Reorganized Titanium Operating Company hereby agrees to (and Silver agrees to cause such entity to) effectuate any such favorable provisions in accordance with their termsthe Current Premium.