Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. Phone agrees that at all times after the Effective Time, it shall indemnify, and shall cause the Surviving Corporation to indemnify, each person who is now, or has been at any time prior to the date hereof, a director or officer of Xxxxxxxx.xxx, any of its subsidiaries or affiliates, or of any of its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for hereby.

Indemnification, Exculpation and Insurance. Phone agrees that at all times (a) From and after the Effective Time, it Parent shall (i) indemnify, defend and shall cause hold harmless, all past and present directors and officers of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor), to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to indemnify, each person who is now, provide broader indemnification rights or has been at any time rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to the date hereofsuch amendment), a director or officer of Xxxxxxxx.xxx, any of its subsidiaries or affiliates, or of any of its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"ii) without limitation to clause (i), to the same fullest extent permitted by applicable Law, include and cause to be maintained in effect in the same manner as is now provided in the Surviving Corporation’s (or any successor’s) certificate of incorporation or by-laws and bylaws for a period of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies Time, provisions regarding elimination of liability of directors' , and officers' liability insurance maintained by Xxxxxxxx.xxx on indemnification of and advancement of expenses to directors and officers of the date hereof (provided that Phone Company, no less favorable than those contained in the Company Certificate or the Surviving Corporation may substitute therefor policies having at least the same coverage Company Bylaws and containing terms and conditions which are no less advantageous (iii) not settle, compromise or consent to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event entry of any Indemnified Party becomes involved judgment in any capacity in any action, proceeding or investigation based threatened Action (and in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt which indemnification could be sought by an Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing from all liability arising out of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Action or such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor otherwise consents in defending against such Assertion. Indemnitors shall be entitled to participate writing, and cooperates in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one proceeding or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebythreatened Action.

Indemnification, Exculpation and Insurance. Phone agrees that at all times (a) To the extent, if any, not provided by an existing right of indemnification or other agreement or policy, from and after the Effective Time, it shall Guarantor and Parent shall, to the fullest extent permitted by applicable law, indemnify, defend and shall cause the Surviving Corporation to indemnify, hold harmless each person who is now, or has been at any time prior to the date hereof, a or who becomes prior to the Effective Time, an officer or director of the Company or officer of Xxxxxxxx.xxx, any of its subsidiaries or affiliates, or of any of its successors and assigns (individually each an "Indemnified Party" and collectively and, collectively, the "Indemnified Parties") against (i) all losses, expenses (including reasonable attorney's fees and expenses), claims, damages or liabilities or, subject to the same extent and proviso of the next succeeding sentence, amounts paid in the same manner as is now provided in the certificate settlement, arising out of incorporation actions or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or omissions occurring at or prior to the Effective Time. Phone shall, Time (and whether asserted or shall cause the Surviving Corporation claimed prior to, maintain in effect for not less than six (6) years at or after the Effective Time Time) that are, in whole or in part, based on or arising out of the current policies fact that such person is or was a director or officer of directors' the Company or any of its subsidiaries ("Indemnified Liabilities"), and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous ii) all Indemnified Liabilities to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation extent they are based in whole or in part on, on or arising arise in whole or in part out of, any matter, including of or pertain to this Agreement or the transactions contemplated hereby. In the event of any such loss, existing expense, claim, damage or occurring at liability (whether or prior to not arising before the Effective Time), thenGuarantor and Parent shall pay or cause to be paid the reasonable fees and expenses of counsel selected by the Indemnified Parties, following the Effective Timewhich counsel shall be reasonably satisfactory to Parent, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred; provided, however, that Guarantor and Parent shall not be liable for any settlement effected without its legal written prior consent (which consent shall not be unreasonably withheld or delayed). In the event any Indemnified Party is required to bring any action against Guarantor or Parent to enforce rights or to collect money due under this Agreement and other expenses (including the cost such action results in a final, non-appealable judgment in favor of any investigation such Indemnified Party, Guarantor and preparation incurred in connection therewith), subject to the provision by Parent shall reimburse such Indemnified Party for all of an undertaking to reimburse the amounts so advanced its reasonable expenses in the event of a final determination by a court of competent jurisdiction that bringing and pursuing such action. Each Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate the advancement of expenses to the full extent contemplated in andthis Section 5.05(a) in connection with any such action; provided, however, that any person to whom expenses are advanced provides an undertaking, if and to the extent Indemnitors (A) elect required by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such AssertionDGCL, to assume the defense of repay such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory advances if it is ultimately determined that such person is not entitled to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebyindemnification.

Indemnification, Exculpation and Insurance. Phone agrees (a) Without limiting any additional rights that at all times after any employee may have under any agreement or IMS Health Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall indemnify and hold harmless each present (as of the Effective Time) and former officer, it shall indemnify, and shall cause the Surviving Corporation to indemnify, each person who is now, or has been at any time prior to the date hereof, a director or officer employee of Xxxxxxxx.xxxIMS Health 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 IMS Health or any of its subsidiaries Subsidiaries or affiliates, or of any of its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimedii) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, Time (including this Agreement and the transactions and actions contemplated hereby), existing whether asserted or occurring claimed prior to, at or prior to the Effective Time, then, following after the Effective Time, to the fullest extent permitted by law Phone shallunder applicable Law. In the event of any such Action, or (A) each Indemnified Party shall cause be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to, periodically advance to such the fullest extent permitted under applicable Law within ten (10) Business Days of receipt by the Surviving Corporation from the Indemnified Party its legal of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, if and other expenses only to the extent required by applicable Law, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (including B) the cost Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and preparation incurred in connection therewith), subject to the provision which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party of notice of the assertion otherwise consents, and (an "Assertion"C) of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor cooperate in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebymatter.

Indemnification, Exculpation and Insurance. Phone agrees that at all times (a) For a period of six (6) years from and after the Effective Time, it shall indemnify, and shall cause the Surviving Corporation to indemnifyCompany shall, each person who is now, or has been at any time prior to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing and costs of defense to) in accordance with the Company Organizational Documents of the Acquired Companies as of the date hereof, a of this Agreement each current and former director or officer of Xxxxxxxx.xxx, any of its subsidiaries the Acquired Companies (each, together with such individual’s heirs, executors or affiliatesadministrators, an “Indemnified Party”), in each case against any losses, claims, damages, liabilities, fees and expenses (including attorneys’ fees and disbursements), Judgments, fines and amounts paid in settlement (collectively, “Losses”) in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such Indemnified Party is or was an officer, director or fiduciary of any of its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring Acquired Companies at or prior to the Effective Time. Phone For a period of six (6) years from and after the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the charter and bylaws (or equivalent organizational documents) of any Acquired Company as in effect immediately prior to the Effective Time with respect to acts or omissions occurring, or alleged to have occurred, prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoinghonor, in the event any Indemnified Party becomes involved in any capacity in any actionaccordance with their respective terms, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice each of the assertion (an "Assertion") of any claim or the commencement of any action against him or her covenants contained in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for hereby5.9.

Indemnification, Exculpation and Insurance. Phone agrees (a) For a period of six (6) years from and after the Effective Date, each of Parent and the Surviving Company shall (jointly and severally), to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing and costs of defense to) each current and former director or officer of any of the Acquired Companies (each, together with such individual’s heirs, executors or administrators, an “Indemnified Party”), in each case against any losses, claims, damages, liabilities, fees and expenses (including attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement (collectively, “Losses”) in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such Indemnified Party is or was an officer, director or fiduciary of any of the Acquired Companies at all times or prior to the Effective Time. For a period of six (6) years from and after the Effective Time, it the Surviving Company shall, and Parent shall indemnifycause the Surviving Company to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the charter and bylaws (or equivalent organizational documents) of any Acquired Company as in effect immediately prior to the Effective Time with respect to acts or omissions occurring, or alleged to have occurred, prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall guarantee and stand surety for, and shall cause the Surviving Corporation to indemnifyhonor, in accordance with their respective terms, each person who is now, or has been at any time prior to the date hereof, a director or officer of Xxxxxxxx.xxx, any of its subsidiaries or affiliates, or of any of its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her covenants contained in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for hereby5.9.

Indemnification, Exculpation and Insurance. Phone agrees that at all times (a) From and after the Effective Time, it shall indemnifyPotlatch shall, and shall cause the Surviving Corporation to Company to, indemnify, each person who is nowdefend and hold harmless, or has been at any time prior to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date hereof, of this Agreement that increase the extent to which a corporation may indemnify its officers and directors) (and shall promptly advance expenses actually and reasonably incurred to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date of this Agreement that increase the extent to which a corporation may advance expenses to its officers and directors)) each former and present director or officer of Xxxxxxxx.xxxDeltic or any Deltic Subsidiary, any of its subsidiaries or affiliates, or of any of its successors and assigns as the case may be (individually an "Indemnified Party" and collectively the "“Deltic Indemnified Parties"”), if such Deltic Indemnified Party is or was a party or is threatened to the same extent and in the same manner as is now provided in the certificate of incorporation be made a party, to any actual or by-laws of Xxxxxxxx.xxx threatened suit, action or otherwise in effect at the Effective Time (pursuant to an indemnification agreement other proceeding, whether civil, criminal, administrative or otherwise)investigative, with respect to any claim, liability, loss, damage, cost matters existing or expense (whenever asserted or claimed) based in whole or in part onoccurring, or arising in whole acts or in part out ofomissions occurring, any matter existing or occurring at or prior to the Effective Time. Phone shallTime (including this Agreement, the Merger and the other transactions contemplated hereby and the approval of any of the foregoing), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, actually incurred by the Deltic Indemnifying Party in connection with such suit, action or shall cause the Surviving Corporation other proceeding, whether asserted or claimed prior to, maintain at or after the Effective Time, arising out of or pertaining to the fact that the Deltic Indemnified Party is or was an officer or director of Deltic or any Deltic Subsidiary or is or was serving at the request of Deltic or any Deltic Subsidiary as a director or officer of another Person. Any indemnification or other similar agreements of Deltic or any Deltic Subsidiary, in each case as in effect on the date of this Agreement, a true and complete copy of which has been made available to Potlatch prior to the date of this Agreement, shall be assumed by Potlatch in the Merger, without further action as of the Effective Time, and shall continue in full force and effect in accordance with their terms. For the avoidance of doubt, the indemnification provided for by this ‎Section 6.05(a) shall not less than six (6) years apply to any Deltic Indemnified Party who becomes a director of or remains an employee of the Combined Company after the Closing, in each case, to the extent relating to suits, actions or other proceedings to the extent relating to acts or omissions occurring after the Effective Time; it being understood that such matters will be subject to the indemnification arrangements the Combined Company has in place after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous applicable to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebysimilarly situated individuals.

Indemnification, Exculpation and Insurance. Phone agrees that at all times (a) From and after the Effective TimeTime VA shall, it shall to the extent permitted by applicable law, indemnify, defend, protect and shall cause the Surviving Corporation to indemnify, hold harmless each person who is now, or has been at any time prior to the date hereofof this Agreement or who becomes such prior to the Effective Time, an officer or director of BB or any of its respective Subsidiaries (the "Indemnified Parties") against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Xxxxxxxx.xxx, BB or any of its subsidiaries Subsidiaries whether pertaining to any matter existing or affiliatesoccurring at or prior to the Effective Time and whether asserted or claimed prior to, or of any of its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties")at or after, to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise"Indemnified Liabilities"), with respect to any claim, liability, loss, damage, cost or expense and (whenever asserted or claimedii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, Other Agreements to which it is a party or the transactions contemplated hereby and thereby. VA will pay all expenses of each Indemnified Party in advance of the final disposition of any matter existing such action or occurring at or prior proceeding, to the Effective Time. Phone shallfullest extent permitted by law, provided, that such Indemnified Party delivers to VA his or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous -------- her undertaking to the persons currently covered by reimburse such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, advanced expenses in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination it is finally determined by a court of competent jurisdiction that such Indemnified Party is not entitled theretoto be indemnified hereunder. Promptly after receipt by an Indemnified Party of actual notice of the assertion any claim, suit, action, proceeding or investigation (an collectively, a "AssertionClaim") of any claim or the commencement of any action against him or her in respect to for which indemnity or reimbursement indemnification hereunder may be sought against Phonesought, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of give notice thereof to VA, and the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to shall permit VA (at the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (Aexpense of VA) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such AssertionClaim, at their own expenseprovided, with that (i) counsel chosen by Indemnitors and for VA who shall conduct the defense -------- - of such Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party. Notwithstanding 's expense, and (ii) the failure of any Indemnified Party to give notice as -- provided herein shall not relieve VA of its indemnification obligation hereunder except to the extent that Indemnitors shall have elected by such written failure results in a lack of actual notice to assume VA and VA is prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, VA, in the defense of any Assertionsuch claim or litigation, shall not consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such Claim. In the event that the Indemnified Party shall in good faith determine that VA and the Indemnified Party have differing interests or the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to VA in respect of such Claim, the Indemnified Party shall have the right at all times to participate in take over and assume control over the investigation and defense thereofdefense, settlement, negotiations or litigation relating to any such Claim with separate counsel chosen by such Indemnified Partyof its choice at the sole cost of VA, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Partyprovided, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between if the Indemnified Party--------- Party does so take over and assume control, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall not settle any Assertion such claim or litigation without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all VA, such consent not to be unreasonably withheld. In the event that VA does not accept the defense of any matter as above provided, the Indemnified Parties Party shall have the full right to defend against whom any such Assertion was made, claim or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit ofdemand, and shall be enforceable byentitled to settle or agree to pay in full such claim or demand and be indemnified hereunder. In any event, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to VA and the Indemnified Parties, or any of them, hereunder, Party shall cooperate in the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party defense of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebyClaim.

Indemnification, Exculpation and Insurance. Phone (a) Parent agrees that at all times after the Effective Time, it shall indemnify, and or shall cause the Westvaco Surviving Corporation to indemnify, each person who is now, or has been at any time prior to the date hereofof this Agreement, a director or officer of Xxxxxxxx.xxxWestvaco, any of its subsidiaries or affiliates, or of any of its successors and assigns (individually an a "Westvaco Indemnified Party" and collectively the "Westvaco Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation Westvaco Certificate or its by-laws of Xxxxxxxx.xxx or otherwise in effect at on the Effective Time date hereof (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone Parent shall, or shall cause the Westvaco Surviving Corporation to, maintain in effect for not less than six (6) years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx Westvaco on the date hereof (provided hereof; provided, however, that Phone Parent or the Westvaco Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting ; and provided, further, that if the foregoingaggregate annual premiums for such policies at any time during such period will exceed 150% of the per annum premium rate paid by Westvaco and its subsidiaries as of the date hereof for such policies, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone then Parent shall, or shall cause the Westvaco Surviving Corporation to, periodically advance provide only such coverage as will then be available at an annual premium equal to 150% of such Indemnified Party its legal and other expenses rate (including the cost of any investigation and preparation incurred in connection therewith)or, subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phoneif greater, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure amount paid for insurance pursuant to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for hereby6.4(b)).

Indemnification, Exculpation and Insurance. Phone agrees (a) Without limiting any additional rights that at all times any director, officer, trustee, or fiduciary may have under any employment or indemnification agreement or under the Company Charter or Company Bylaws, resolution of the Company Board or Company Shareholders, this Agreement or, if applicable, similar Organizational Documents, resolutions or agreements of any of the Company's Subsidiaries, subject to the terms and conditions set forth herein, from and after the Effective Time, it shall indemnify, Parent and shall cause the Surviving Corporation to indemnifyCorporation, jointly and severally, will: (i) indemnify and hold harmless each person Person who is now, or has been or becomes at any time prior to the date hereofEffective Time, (A) an officer or director of the Company or any of its Subsidiaries or (B) a director, officer, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries, together with such Person's heirs, executors, trustees, fiduciaries and administrators (collectively, the "Indemnified Parties") to the fullest extent authorized or permitted by applicable Law from and against any losses, claims, damages, liabilities, costs, Indemnification Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) arising out of or in connection with any Claim or Action; and (ii) promptly pay on behalf of or, within 15 days after any request for advancement, advance to each of the Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim or Action in advance of the final disposition of such Claim or Action, including payment on behalf of or advancement to the Indemnified Party of any Indemnification Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 6.05(a) extend to acts or omissions occurring at or before the Effective Time in the capacity as a director or officer of Xxxxxxxx.xxx, the Company or any of its subsidiaries Subsidiaries and any Claim or affiliates, or of any of its successors and assigns Action relating thereto (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), including with respect to any claimacts or omissions occurring in connection with the adoption or approval of this Agreement and the consummation of the Transactions, liabilityincluding the consideration and approval thereof and the process undertaken in connection therewith and any Claim or Action relating thereto), loss, damage, cost and all rights to indemnification and advancement conferred hereunder continue as to any Indemnified Party who has ceased to be a director or expense (whenever asserted officer of the Company or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years of its Subsidiaries after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing acts or omissions occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior such cessation) and inure to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost benefit of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party's heirs, executors and personal and legal representatives. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate As used in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, this Section 6.05: (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iiix) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for hereby.term "

Indemnification, Exculpation and Insurance. Phone agrees that at all times (a) From and after the Effective Time, it shall indemnifyPotlatch shall, and shall cause the Surviving Corporation to Company to, indemnify, each person who is nowdefend and hold harmless, or has been at any time prior to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date hereof, of this Agreement that increase the extent to which a corporation may indemnify its officers and directors) (and shall promptly advance expenses actually and reasonably incurred to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date of this Agreement that increase the extent to which a corporation may advance expenses to its officers and directors)) each former and present director or officer of Xxxxxxxx.xxxDeltic or any Deltic Subsidiary, any of its subsidiaries or affiliates, or of any of its successors and assigns as the case may be (individually an "Indemnified Party" and collectively the "“Deltic Indemnified Parties"”), if such Deltic Indemnified Party is or was a party or is threatened to the same extent and in the same manner as is now provided in the certificate of incorporation be made a party, to any actual or by-laws of Xxxxxxxx.xxx threatened suit, action or otherwise in effect at the Effective Time (pursuant to an indemnification agreement other proceeding, whether civil, criminal, administrative or otherwise)investigative, with respect to any claim, liability, loss, damage, cost matters existing or expense (whenever asserted or claimed) based in whole or in part onoccurring, or arising in whole acts or in part out ofomissions occurring, any matter existing or occurring at or prior to the Effective Time. Phone shallTime (including this Agreement, the Merger and the other transactions contemplated hereby and the approval of any of the foregoing), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, actually incurred by the Deltic Indemnifying Party in connection with such suit, action or shall cause the Surviving Corporation other proceeding, whether asserted or claimed prior to, maintain at or after the Effective Time, arising out of or pertaining to the fact that the Deltic Indemnified Party is or was an officer or director of Deltic or any Deltic Subsidiary or is or was serving at the request of Deltic or any Deltic Subsidiary as a director or officer of another Person. Any indemnification or other similar agreements of Deltic or any Deltic Subsidiary, in each case as in effect on the date of this Agreement, a true and complete copy of which has been made available to Potlatch prior to the date of this Agreement, shall be assumed by Potlatch in the Merger, without further action as of the Effective Time, and shall continue in full force and effect in accordance with their terms. For the avoidance of doubt, the indemnification provided for by this Section 6.05(a) shall not less than six (6) years apply to any Deltic Indemnified Party who becomes a director of or remains an employee of the Combined Company after the Closing, in each case, to the extent relating to suits, actions or other proceedings to the extent relating to acts or omissions occurring after the Effective Time; it being understood that such matters will be subject to the indemnification arrangements the Combined Company has in place after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous applicable to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebysimilarly situated individuals.

Indemnification, Exculpation and Insurance. Phone agrees (a) Without limiting any additional rights that at all times any director, officer, trustee, or fiduciary may have under any employment or indemnification agreement or under the Company Charter or Company Bylaws, resolution of the Company Board or Company Shareholders, this Agreement or, if applicable, similar Organizational Documents, resolutions or agreements of any of the Company’s Subsidiaries, subject to the terms and conditions set forth herein, from and after the Effective Time, it shall indemnify, Parent and shall cause the Surviving Corporation to indemnifyCorporation, jointly and severally, will: (i) indemnify and hold harmless each person Person who is now, or has been or becomes at any time prior to the date hereofEffective Time, (A) an officer or director of the Company or any of its Subsidiaries or (B) a director, officer, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries, together with such Person’s heirs, executors, trustees, fiduciaries and administrators (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted by applicable Law from and against any losses, claims, damages, liabilities, costs, Indemnification Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) arising out of or in connection with any Claim or Action; and (ii) promptly pay on behalf of or, within 15 days after any request for advancement, advance to each of the Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim or Action in advance of the final disposition of such Claim or Action, including payment on behalf of or advancement to the Indemnified Party of any Indemnification Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 6.05(a) extend to acts or omissions occurring at or before the Effective Time in the capacity as a director or officer of Xxxxxxxx.xxx, the Company or any of its subsidiaries Subsidiaries and any Claim or affiliates, or of any of its successors and assigns Action relating thereto (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), including with respect to any claimacts or omissions occurring in connection with the adoption or approval of this Agreement and the consummation of the Transactions, liabilityincluding the consideration and approval thereof and the process undertaken in connection therewith and any Claim or Action relating thereto), loss, damage, cost and all rights to indemnification and advancement conferred hereunder continue as to any Indemnified Party who has ceased to be a director or expense (whenever asserted officer of the Company or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six (6) years of its Subsidiaries after the Effective Time the current policies of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing acts or omissions occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior such cessation) and inure to the Effective Time, then, following the Effective Time, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost benefit of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors (A) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such Assertion, to assume the defense of such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory to such Indemnified Party’s heirs, executors and personal and legal representatives. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate As used in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, this Section 6.05: (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iiix) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for hereby.term “

Indemnification, Exculpation and Insurance. Phone agrees (a) Without limiting any additional rights that at all times after any employee may have under any agreement or Company Plan, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, it shall indemnify, and shall cause the Surviving Corporation to indemnify, each person who is now, or has been at any time prior to the date hereof, a director or officer of Xxxxxxxx.xxx, any of its subsidiaries or affiliates, or of any of its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the same extent and in the same manner as is now provided in the certificate of incorporation or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time. Phone shall, or and Parent shall cause the Surviving Corporation to, maintain in effect for not less than six indemnify and hold harmless each present (6) years after as of the Effective Time Time) and former officer, director or employee of the current policies Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any pending or threatened Action, whether civil, criminal, administrative or investigative, (i) arising out of, pertaining to, or by reason of directors' and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or, while a director, officer or employee of the Company or its Subsidiaries, is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, (provided that Phone ii) arising out of or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect pertaining to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, Time (including this Agreement and the transactions and actions contemplated hereby), existing whether asserted or occurring claimed prior to, at or prior to the Effective Time, then, following after the Effective Time, to the fullest extent permitted by law Phone shall, under applicable Law and the Company Charter and Company Bylaws as of the date hereof or shall cause (iii) in connection with the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost enforcement of any investigation and preparation incurred in connection therewith), subject to the provision Indemnified Party’s rights under this Section 5.11 by such Indemnified Party of an undertaking to reimburse the amounts so advanced in or his or her heirs or legal representatives. In the event of a final determination by a court of competent jurisdiction that any such pending or threatened Action, including any such Action to enforce any Indemnified Party’s rights under this Section 5.11, (A) each Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate in and, to the extent Indemnitors advancement of expenses (Aincluding attorneys’ fees and expenses) elect by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties incurred in connection with such AssertionAction from Parent and the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as of the date hereof prior to the final disposition of such Action; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by DGCL or the Company Charter or Company Bylaws, to assume repay such advances if it is ultimately determined that such Person is not entitled to indemnification under this Agreement or any Law, Contract or other source for which indemnification may be available, (B) neither Parent nor the defense 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 AssertionIndemnified Party from all liability arising out of such action, at their own expensesuit, with counsel chosen by Indemnitors and reasonably satisfactory to proceeding, investigation or claim or such Indemnified Party. Notwithstanding that Indemnitors Party otherwise consents in writing, and (C) the Surviving Corporation shall have elected by such written notice to assume cooperate in the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebymatter.

Indemnification, Exculpation and Insurance. Phone agrees that at all times (a) To the extent, if any, not provided by an existing right of indemnification or other agreement or policy, from and after the Effective Time, it shall Guarantor and Parent shall, to the fullest extent permitted by applicable law, indemnify, defend and shall cause the Surviving Corporation to indemnify, hold harmless each person who is now, or has been at any time prior to the date hereof, a or who becomes prior to the Effective Time, an officer or director of the Company or officer of Xxxxxxxx.xxx, any of its subsidiaries or affiliates, or of any of its successors and assigns (individually each an "“Indemnified Party" and collectively ” and, collectively, the "“Indemnified Parties"”) against (i) all losses, expenses (including reasonable attorney’s fees and expenses), claims, damages or liabilities or, subject to the same extent and proviso of the next succeeding sentence, amounts paid in the same manner as is now provided in the certificate settlement, arising out of incorporation actions or by-laws of Xxxxxxxx.xxx or otherwise in effect at the Effective Time (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or omissions occurring at or prior to the Effective Time. Phone shall, Time (and whether asserted or shall cause the Surviving Corporation claimed prior to, maintain in effect for not less than six (6) years at or after the Effective Time Time) that are, in whole or in part, based on or arising out of the current policies fact that such person is or was a director or officer of directors' the Company or any of its subsidiaries (“Indemnified Liabilities”), and officers' liability insurance maintained by Xxxxxxxx.xxx on the date hereof (provided that Phone or the Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous ii) all Indemnified Liabilities to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation extent they are based in whole or in part on, on or arising arise in whole or in part out of, any matter, including of or pertain to this Agreement or the transactions contemplated hereby. In the event of any such loss, existing expense, claim, damage or occurring at liability (whether or prior to not arising before the Effective Time), thenGuarantor and Parent shall pay or cause to be paid the reasonable fees and expenses of counsel selected by the Indemnified Parties, following the Effective Timewhich counsel shall be reasonably satisfactory to Parent, to the extent permitted by law Phone shall, or shall cause the Surviving Corporation to, periodically promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred; provided, however, that Guarantor and Parent shall not be liable for any settlement effected without its legal written prior consent (which consent shall not be unreasonably withheld or delayed). In the event any Indemnified Party is required to bring any action against Guarantor or Parent to enforce rights or to collect money due under this Agreement and other expenses (including the cost such action results in a final, non-appealable judgment in favor of any investigation such Indemnified Party, Guarantor and preparation incurred in connection therewith), subject to the provision by Parent shall reimburse such Indemnified Party for all of an undertaking to reimburse the amounts so advanced its reasonable expenses in the event of a final determination by a court of competent jurisdiction that bringing and pursuing such action. Each Indemnified Party is not entitled thereto. Promptly after receipt by an Indemnified Party of notice of the assertion (an "Assertion") of any claim or the commencement of any action against him or her in respect to which indemnity or reimbursement may be sought against Phone, the Surviving Corporation or a subsidiary of Phone ("Indemnitors") hereunder, such Indemnified Party shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Party hereunder except to the extent such failure shall have materially prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be entitled to participate the advancement of expenses to the full extent contemplated in andthis Section 5.05(a) in connection with any such action; provided, however, that any person to whom expenses are advanced provides an undertaking, if and to the extent Indemnitors (A) elect required by written notice to such Indemnified Party within thirty (30) days after receipt by any Indemnitor of notice of such Assertion and (B) acknowledge in writing their obligation to indemnify the Indemnified Parties in connection with such AssertionDGCL, to assume the defense of repay such Assertion, at their own expense, with counsel chosen by Indemnitors and reasonably satisfactory advances if it is ultimately determined that such person is not entitled to such Indemnified Party. Notwithstanding that Indemnitors shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Party, unless, in the opinion of such separate counsel, (i) such Indemnified Party has available to him one or more defenses to such Assertion that may not be available to the Indemnitors, (ii) there is otherwise a conflict of interest between the Indemnified Party, on the one hand, and the Indemnitors, on the other hand, or (iii) the Indemnitors fail to vigorously pursue the defense of the asserted claim. No Indemnified Party shall settle any Assertion without the prior written consent of Phone, nor shall any Indemnitor settle any Assertion without either (i) the written consent of all Indemnified Parties against whom such Assertion was made, or (ii) obtaining a general release from the party making the Assertion for all Indemnified Parties as a condition of such settlement. The provisions of this Section 5.5 are intended for the benefit of, and shall be enforceable by, the respective Indemnified Parties. The provisions of this Section 5.5 are not intended to constitute insurance. To the extent that any policy of insurance shall provide all or any part of the indemnity owed to the Indemnified Parties, or any of them, hereunder, the Indemnitors shall be relieved of their obligation with regard thereto. No acceptance by an Indemnified Party of any defense from any third party with respect to an Assertion shall be deemed to constitute a waiver by such Indemnified Party of its rights under this Section 5.5 or to receive the full measure of the indemnity provided for herebyindemnification.