Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. (a) From and after the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend and hold harmless, and provide advancement of expenses to, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”), in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the Closing.

Indemnification; Insurance. (a) From and For a period of six years after -------------------------- the ClosingEffective Time, Impax and Amneal the Parent shall, jointly and severallyshall cause the Surviving Corporation to, indemnify, defend and hold harmlessharmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (collectively, the "Indemnified Parties") from and against, and provide advancement of expenses topay or reimburse the Indemnified Parties for, the current and former directors and officers of Impaxall losses, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”)obligations, in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, lossesexpenses, claims, damagesdamages or liabilities (whether or not resulting from third-party claims and including interest, penalties, liabilities out-of-pocket expenses and amounts paid attorneys' fees incurred in settlement the investigation or defense of any of the same or in connection asserting any of their rights hereunder) with any actual respect to actions or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, omissions arising out ofof such individuals' services as officers, relating to directors, employees or in connection with agents of the Company or any circumstances, developments of its subsidiaries or matters in existence, as trustees or acts fiduciaries of any plan for the benefit of employees of the Company or omissions any of its subsidiaries occurring or alleged to occur at on or prior to the Closing Effective Time (including for acts or omissions occurring in connection with including, without limitation, the approval of transactions contemplated by this Agreement) to the full extent permitted or required under applicable law and, in the case of indemnification by the Surviving Corporation, to the extent permitted under the provisions of the Company Certificate of Incorporation and the Company By-Laws, each as in effect at the date hereof (which provisions shall not be amended in any manner which adversely affects any Indemnified Party, for a period of six years), including provisions relating to advances of expenses incurred in the defense of any action or suit; provided that in the -------- event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. Without limiting the foregoing, in any case in which approval by the Surviving Corporation is required to effectuate any indemnification, the performance of Impax’sParent shall cause the Surviving Corporation to direct, Holdco’s and Amneal’s obligations under this Agreement and at the consummation election of the Transactions or arising out Indemnified Party, that the determination of or pertaining to any such approval shall be made by independent counsel selected by the Transactions) whether asserted or claimed prior to, at or after the ClosingIndemnified Party.

Indemnification; Insurance. (a) From and after the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend and hold harmless, and provide advancement of expenses toEffective Time, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries Holding Company (the “Impax Indemnified Parties”"Indemnifying Party") and the current and shall provide indemnification to any present or former members director, officer or employee of the Amneal Board Company and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”)each Company Subsidiary, in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements determined as of the DGCL or Effective Time (the DLLCA adopted after the date of this Agreement that increase the extent "Indemnified Parties"), with respect to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including reasonable attorneys’ ' fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether whether, civil, criminal, administrative, regulatory administrative or investigative, arising out of, relating to of matters existing or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this AgreementEffective Time, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether if first asserted or claimed prior toto the date hereof and Previously Disclosed, if first asserted or claimed between the date hereof and the Effective Time and disclosed pursuant to Section 5.16 hereof or if first asserted or claimed after the Effective Time, to the fullest extent, if any, that such Indemnified Party would have been entitled to indemnification by the Company or any Company Subsidiary under the Articles of Incorporation, Articles of Association or Bylaws of the Company or any Company Subsidiary as Previously Disclosed, provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim, and provided, further, that nothing contained herein shall extend or be deemed a waiver of any applicable statute of limitations in respect of any claim or claim for indemnification. Without limiting the foregoing, all limitations of liability existing in favor of the Indemnified Parties in the Articles of Incorporation, Articles of Association or Bylaws of the Company or any Company Subsidiary, arising out of matters existing or occurring at or after prior to the ClosingEffective Time shall survive the Merger and shall continue in full force and effect.

Indemnification; Insurance. (a) From and For a period of three years after the ClosingEffective Time, Impax and Amneal the Parent shall, jointly and severallyshall cause the Surviving Corporation to, indemnify, defend and hold harmlessharmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (collectively, the "Indemnified Parties") from and against, and provide advancement of expenses topay or reimburse the Indemnified Parties for, the current and former directors and officers of Impaxall losses, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”)obligations, in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, lossesexpenses, claims, damagesdamages or liabilities (whether or not resulting from third-party claims and including interest, penalties, liabilities out-of-pocket expenses and amounts paid attorneys' fees incurred in settlement the investigation or defense of any of the same or in connection with asserting any actual of their rights hereunder) resulting from or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts of actions or omissions occurring or alleged to occur at on or prior to the Closing Effective Time to the full extent permitted or required under applicable law and, in the case of indemnification by the Surviving Corporation, to the extent permitted under the provisions of the Certificate of Incorporation and the By-laws of the Company, each as in effect at the date hereof (including which provisions shall not be amended in any manner which adversely affects any Indemnified Party, for acts a period of three years), provided that in the event any claim or omissions occurring claims are asserted or made within such three-year period, all rights to indemnification in connection with respect of each such claim shall continue until final disposition of such claim. Without limiting the foregoing, in any case in which approval of this Agreementby the Surviving Corporation is required to effectuate any indemnification, the performance of Impax’sParent shall cause the Surviving Corporation to direct, Holdco’s and Amneal’s obligations under this Agreement and at the consummation election of the Transactions or arising out Indemnified Party, that the determination of or pertaining to any such approval shall be made by independent counsel selected by the Transactions) whether asserted or claimed prior to, at or after the ClosingIndemnified Party.

Indemnification; Insurance. (a) From ACI shall, and from and after the Closing, Impax and Amneal Effective Time the Company shall, jointly and severally, indemnify, defend and hold harmlessharmless each person who is now, and provide advancement of expenses to, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”), in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by has been at any amendments to or replacements of the DGCL or the DLLCA adopted after time through the date of this Agreement that increase or who becomes prior to the extent to which a corporation Effective Time, an officer, director or limited liability company may indemnify its officers and directors employee of ACI or any Impax Indemnified Party or Amneal Indemnified Party, from and of its Subsidiaries (the "ACI INDEMNIFIED PARTIES") against any and (i) all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses, liabilities and 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 actual claim, action, suit, proceeding or threatened 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, officer or employee of ACI or any of its Subsidiaries or is or was a plan fiduciary serving at the request of ACI or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after the Effective Time ("ACI INDEMNIFIED LIABILITIES") and (ii) all ACI Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby to the full extent a corporation is permitted under the DGCL to indemnify its own directors, officers and employees (and the Company will pay expenses in advance of the final disposition of any such action or proceeding to each ACI Indemnified Party to the full extent permitted by law upon receipt of any undertaking contemplated by Section 145(e) of the DGCL). Without limiting the foregoing, in the event that any such claim, action, suit, proceeding or investigation is brought against any ACI Indemnified Party (whether arising before or after the Effective Time), (i) the ACI Indemnified Parties may retain counsel satisfactory to them and ACI (or them and the Company after the Effective Time), (ii) ACI (or after the Effective Time, the Company) shall pay all reasonable fees and expenses of such counsel for the ACI Indemnified Parties promptly as statements therefor are received, and (iii) ACI (or after the Effective Time, the Company) will use all reasonable efforts to assist in the vigorous defense of any such matter, provided that neither ACI nor the Company shall be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any ACI Indemnified Party wishing to claim indemnification under this Section 4.10(a), upon learning of any such claim, action, suit, proceeding or investigation, whether civilshall notify ACI or, criminalafter the Effective Time, administrative, regulatory the Company (but the failure so to notify shall not relieve ACI or investigative, arising out of, relating to or in connection with the Company from any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior liability which it may have under this Section 4.10(a) except to the Closing extent such failure prejudices such party), and shall deliver to ACI (including for acts or omissions occurring in connection with the approval of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the ClosingEffective Time, the Company) the undertaking contemplated by Section 145(e) of the DGCL. The ACI Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more ACI Indemnified Parties.

Indemnification; Insurance. (a) From and after the ClosingAppointment Date, Impax and Amneal shall, jointly and severally, the Company shall (i) indemnify, defend and hold harmless, and provide advancement of expenses to, the current and former all directors and officers of Impax, Holdco the Company and their respective Subsidiaries its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date (the “Impax Indemnified PartiesPersons”) and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”), in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or costs, expenses (including attorneys’ fees, fees and expenses and disbursements), judgments, fines, losses, claims, damages, penalties, damages or liabilities and amounts paid in settlement incurred in connection with any actual threatened, pending or threatened claim, action, suit, proceeding completed action suit or investigationproceeding, whether civil, criminal, administrative, regulatory administrative or investigative, (collectively, an “Action”), arising out ofof or pertaining to the fact that the Indemnified Person is or was a director, relating to officer, employee or in connection with agent of the Company or any circumstances, developments or matters in existenceof its subsidiaries, or acts a trustee, custodian, administrator, committeeman or omissions occurring fiduciary of any employee benefit plan established and maintained by the Company or alleged to occur by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to to, on or after the Closing Appointment Date (including for with respect to acts or omissions occurring in connection with the approval of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions transactions or arising out actions contemplated hereby), and (ii) provide advancement of or pertaining expenses to the TransactionsIndemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) whether asserted certificate of incorporation or claimed bylaws, in each of clauses (i) and (ii), to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment provides broader indemnification rights or rights of advancement of expenses than the Charter and Bylaws provided prior to, at or after the Closingto such amendment).

Indemnification; Insurance. (a) From and after the ClosingMerger Effective Time, Impax and Amneal SplitCo shall, jointly and severally, indemnify, defend and hold harmless, and provide advancement of expenses to, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and shall cause its Subsidiaries (the “Amneal Indemnified Parties”)to, in each case case, to the fullest extent permitted by Lawunder applicable Law (i) indemnify, including hold harmless and advance expenses to the fullest extent authorized individuals who at or permitted by any amendments prior to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and Merger Effective Time were directors or officers of SiriusXM or any Impax Indemnified Party or Amneal Indemnified Partyof its Subsidiaries (each, from an “Indemnitee” and against any collectively, the “Indemnitees”) with respect to all Actions and all costs or expenses (including attorneys’ feesclaims, expenses and disbursements)liabilities, losses, damages, judgments, fines, losses, claims, damages, penalties, liabilities and costs (including amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, compromise) and expenses (including fees and expenses of legal counsel) arising out offrom, relating to or in connection with any circumstancesAction (whether civil, developments criminal, administrative or matters investigative), whenever asserted, based on or arising out of, in existencewhole or in part, (A) the fact that an Indemnitee is or was a director or officer of SiriusXM or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of SiriusXM or such Subsidiary, or taken at the request of SiriusXM or such Subsidiary, in each case under clause (A) or (B), at, or at any time 50 prior to, the Merger Effective Time (including any Action relating in whole or in part to the Transactions or relating to the enforcement of this provision) and (ii) comply with its obligations to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts Merger Effective Time as provided in the certificate of incorporation or omissions occurring any bylaws of SiriusXM or its Subsidiaries or indemnification agreements, in connection with each case, as in effect immediately prior to the approval Merger Effective Time or in any agreement in existence as of the date of this AgreementAgreement providing for indemnification between SiriusXM or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, from and after the Merger Effective Time, SplitCo shall cause, unless otherwise required by Law, the performance certificate of Impax’sincorporation and bylaws of SplitCo and any successor thereto to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification and advancement than are set forth in SplitCo’s Public Charter Documents, Holdco’s and Amneal’s obligations under this Agreement and which provisions shall not be amended, repealed or otherwise modified in a manner that would materially adversely affect the consummation rights thereunder of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the ClosingIndemnitees.

Indemnification; Insurance. (a) From and after the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend The Company shall indemnify and hold harmlessharmless each of WIC, and provide advancement of expenses toits affiliates, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries directors, officers, partners, members, controlling persons (within the “Impax Indemnified Parties”) and the current and former members meaning of Section 15 of the Amneal Board and officers Securities Act of Amneal and its Subsidiaries (1933 or Section 20(a) of the “Amneal Indemnified Parties”Securities Act of 1934), in each case if any, agents and employees (collectively referred to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers as "Indemnified Persons" and directors or any Impax individually as an "Indemnified Party or Amneal Indemnified Party, Person") from and against any and all costs or expenses (including attorneys’ feesclaims, expenses and disbursements), judgments, finesliabilities, losses, damages and expenses incurred by any Indemnified Person (excluding those resulting from the gross negligence or willful misconduct of the Indemnified Person) and fees and disbursements of the respective Indemnified Person's counsel) which (i) are related to or arise out of (A) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or any of its subsidiaries or (B) actions taken or omitted to be taken by an Indemnified Person with the Company's or any of its subsidiaries' consent or in conformity with the Company's or any such subsidiaries' instructions or the Company's or any such subsidiaries' actions or omissions or (ii) are otherwise related to or arise out of WIC's engagement hereunder, and will reimburse each Indemnified Person for all costs and expenses, including fees of any Indemnified Person's counsel, as they are incurred, in connection with investigating, preparing for, defending, or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with WIC's acting pursuant to the engagement hereunder, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom. The Company will not however, be responsible for any claims, liabilities, losses, damages, penalties, liabilities and amounts paid in settlement or expenses pursuant to clause (ii) of the preceding sentence that have resulted primarily from WIC's gross negligence or willful misconduct. The Company also agrees that neither WIC nor any other Indemnified Person shall have any liability to the Company or any of its subsidiaries for or in connection with such engagement except for any actual claims, liabilities, losses, damages, or expenses incurred by the company or any such subsidiary to the extent the same have resulted from WIC's gross negligence or wilful misconduct. The Company further agrees that it will not, and the Company will cause its subsidiaries to not, without the prior written consent of WIC, settle or compromise or consent to the entry of any judgement in any pending or threatened claim, action, suitsuit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, proceeding action, suit or investigationproceeding) unless such settlement, whether civil, criminal, administrative, regulatory compromise or investigative, consent includes an unconditional release of WIC and each other Indemnified Person hereunder from all liability arising out ofof such claim, relating action, suit or proceeding. The foregoing right to indemnity shall be in addition to any rights that WIC and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement. The Company hereby consents, and shall cause its subsidiaries to consent, to personal jurisdiction and to serve and venue in any court in which any claim which is subject to this agreement is bought against WIC or any other Indemnified Person. It is understood that, in connection with WIC's engagement, WIC may also be engaged to act for the Company or any circumstancesof its subsidiaries in one or more additional capacities, developments and that the terms of this engagement or matters any such additional engagement may be embodied in existenceone or more separate written agreements. Unless such additional engagement is undertaken with respect to a matter that is the subject of another written agreement that contains a specific provision(s) dealing with indemnification of WIC, or acts or omissions occurring or alleged to occur at or prior this indemnification shall apply to the Closing (including for acts engagement specified in Section 1 hereof as well as to any such additional engagement(s) and any modification of said engagement or omissions occurring such additional engagement(s) and shall remain in connection with full force and effect following the approval completion or termination of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions said engagement or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the Closingsuch additional engagements.

Indemnification; Insurance. (a) From The Company shall, and, from and after the ClosingClosing Date, Impax Republic and Amneal the Company shall, jointly and severally, indemnify, defend and hold harmlessharmless each person who is now, and provide advancement or has been at any time prior to the date of expenses tothis Agreement, or who becomes prior to the current and former directors and officers of ImpaxClosing Date, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members an officer or director of the Amneal Board and officers Company or any of Amneal and its Subsidiaries (the “Amneal "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 the Company or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby or thereby, in each case to the fullest full extent a corporation is permitted under the DGCL (notwithstanding the By-laws of the Company or Republic) to indemnify its own directors, officers and employees, as the case may be (and the Company or Republic, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by Law, including to the fullest extent authorized or permitted law upon receipt of any undertaking contemplated by any amendments to or replacements Section 145(e) of the DGCL DGCL). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising before or after the Closing Date), (i) the Indemnified Parties may retain counsel satisfactory to them with the consent of the Company (or the DLLCA adopted consent of Republic and the Company after the date Closing Date) which consent of this Agreement the Company (or, after the Closing Date, Republic and the Company) with respect to such counsel retained by the Indemnified Parties may not be unreasonably withheld, (ii) the Company (or, after the Closing Date, Republic and the Company) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (iii) the Company (or, after the Closing Date, Republic and the Company) shall use all reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that increase neither the extent to Company nor Republic shall be liable for any settlement of any claim effected without its written consent, which a corporation or limited liability company may indemnify its officers and directors or any Impax consent, however, shall not be unreasonably withheld. Any Indemnified Party or Amneal Indemnified Partywishing to claim indemnification under this Section 6.15, from and against upon learning of any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened such claim, action, suit, proceeding or investigation, whether civilshall notify the Company and Republic (but the failure so to notify shall not relieve the Company or Republic from any liability which it may have under this Section 6.15, criminalexcept to the extent such failure materially prejudices such party), administrativeand shall deliver to the Company (or, regulatory after the Closing Date, Republic and the Company) the undertaking contemplated by Section 145(e) of the DGCL. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter, unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or investigativemore Indemnified Parties. The provisions of the Certificate of Incorporation and the By-laws of the Company with respect to indemnification and exculpation from liability shall not be amended, arising out of, relating to repealed or otherwise modified for a period of six years from the Closing Date in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing (including for acts Date were directors or omissions occurring officers of the Company, unless such modification is required by law. Republic shall cause the Company to keep and maintain in connection effect after the Closing Date the indemnification agreements with the approval of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation individuals listed in Section 6.15 of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the ClosingCompany Disclosure Schedule.

Indemnification; Insurance. (a) From and after the Closing, Impax Sonoma and Amneal Greystone shall, jointly and severally, indemnify, defend and hold harmless, and provide advancement of expenses to, the current and former directors and officers of Impax, Holdco Sonoma and their respective its Subsidiaries (the “Impax Sonoma Indemnified Parties”) and the current and former members of the Amneal Greystone Board and officers of Amneal Greystone and its Subsidiaries (the “Amneal Greystone Indemnified Parties”), in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Sonoma Indemnified Party or Amneal Greystone Indemnified Party, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this Agreement, the performance of Impax’s, HoldcoSonoma’s and AmnealGreystone’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the Closing.

Indemnification; Insurance. (a) From Subject to the provisions of Section 3.3(c), from and after the Closing, Impax and Amneal shall, jointly and severally, Effective Time the Surviving Corporation shall indemnify, defend and hold harmlessharmless each person who is now, and provide advancement or has been at any time prior to the date of expenses tothis Agreement or who becomes prior to the Effective Time, the current and former directors and officers an officer, director or employee of Impax, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members Enviroq or any of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal "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) 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, officer or employee of Enviroq or any of its Subsidiaries ("Indemnified Liabilities"), pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest full extent a corporation is permitted under the laws of its state of incorporation to indemnify its own directors, officers and employees, as the case may be (and the Surviving Corporation will pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by Lawlaw). Without limiting the foregoing, including to in the fullest extent authorized event any such claim, action, suit, proceeding or permitted by investigation is brought against any amendments to Indemnified Party (whether arising before or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase Effective Time), (i) the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Partymay retain counsel satisfactory to it and Enviroq (or, from and against any and all costs or expenses (including attorneys’ feesafter the Effective Time, expenses and disbursementsthe Surviving Corporation), judgments(ii) Enviroq (or, finesafter the Effective Time, lossesthe Surviving Corporation) will pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received, claimsand (iii) Enviroq (or, damagesafter the Effective Time, penaltiesthe Surviving Corporation) will use all reasonable efforts to assist in the vigorous defense of any such matter, liabilities and amounts paid in provided that neither Enviroq nor, after the Effective Time, the Surviving Corporation shall be liable for any settlement in connection with of any actual or threatened claim effected without its written consent, which consent shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 3.3 upon learning of any such claim, action, suit, proceeding or investigation, whether civilshall notify Enviroq or, criminalafter the Effective Time, administrativethe Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 3.3, regulatory except to the extent such failure prejudices such party), and shall, to the extent required by the laws of the indemnifying party's state of incorporation, deliver to Enviroq (or, after the Effective Time, the Surviving Corporation) any undertaking required prior to payment of expenses in advance of final disposition. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or investigative, arising out more Indemnified Parties. The provisions of this Section 3.3 are intended to be for the benefit of, relating to and shall be enforceable by, each Indemnified Party and his or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this Agreement, the performance of Impax’s, Holdco’s her heirs and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the Closingrepresentatives.

Indemnification; Insurance. (a) From and after the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend The Company shall indemnify and hold harmlessharmless each of WIC, and provide advancement of expenses toits affiliates, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries directors, officers, partners, members, controlling persons (within the “Impax Indemnified Parties”) and the current and former members meaning of Section 15 of the Amneal Board and officers Securities Act of Amneal and its Subsidiaries (1933 or Section 20(a) of the “Amneal Indemnified Parties”Securities Exchange Act of 1934), in each case if any, agents and employees (collectively referred to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers as "Indemnified Persons" and directors or any Impax individually as an "Indemnified Party or Amneal Indemnified Party, Person") from and against any and all costs or expenses (including attorneys’ feesclaims, expenses and disbursements), judgments, finesliabilities, losses, damages and expenses incurred by any Indemnified Person (excluding those resulting from the gross negligence or willful misconduct of the Indemnified Person) and fees and disbursements of the respective Indemnified Person's counsel) which (i) are related to or arise out of (A) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or any of its subsidiaries or (B) actions taken or omitted to be taken by an Indemnified Person with the Company's or any of its subsidiaries' consent or in conformity with the Company's or any such subsidiaries' instructions or the Company's or any such subsidiaries' actions or omissions or (ii) are otherwise related to or arise out of WIC's engagement hereunder, and will reimburse each Indemnified Person for all costs and expenses, including fees of any Indemnified Person's counsel, as they are incurred, in connection with investigating, preparing for, defending, or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with WIC's acting pursuant to the engagement hereunder, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom. The Company will not however, be responsible for any claims, liabilities, losses, damages, penalties, liabilities and amounts paid in settlement or expenses pursuant to clause (ii) of the preceding sentence that have resulted primarily from WIC's gross negligence or willful misconduct. The Company also agrees that neither WIC nor any other Indemnified Person shall have any liability to the Company or any of its subsidiaries for or in connection with such engagement except for any actual claims, liabilities, losses, damages, or expenses incurred by the Company or any such subsidiary to the extent the same have resulted from WIC's gross negligence or willful misconduct. The Company further agrees that it will not, and the Company will cause its subsidiaries to not, without the prior written consent of WIC, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suitsuit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, proceeding action, suit or investigationproceeding) unless such settlement, whether civil, criminal, administrative, regulatory compromise or investigative, consent includes an unconditional release of WIC and each other Indemnified Person hereunder from all liability arising out ofof such claim, relating action, suit or proceeding. The foregoing right to indemnity shall be in addition to any rights that WIC and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement. The Company hereby consents, and shall cause its subsidiaries to consent, to personal jurisdiction and to service and venue in any court in which any claim which is subject to this agreement is brought against WIC or any other Indemnified Person. It is understood that, in connection with WIC's engagement, WIC may also be engaged to act for the Company or any circumstancesof its subsidiaries in one or more additional capacities, developments and that the terms of this engagement or matters any such additional engagement may be embodied in existenceone or more separate written agreements. Unless such additional engagement is undertaken with respect to a matter that is the subject of another written agreement that contains a specific provision(s) dealing with indemnification of WIC, or acts or omissions occurring or alleged to occur at or prior this indemnification shall apply to the Closing (including for acts engagement specified in Section 1 hereof as well as to any such additional engagement(s) and any modification of said engagement or omissions occurring such additional engagement(s) and shall remain in connection with full force and effect following the approval completion or termination of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions said engagement or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the Closingsuch additional engagements.

Indemnification; Insurance. (a) From and For a period of six years after the ClosingEffective Time, Impax and Amneal the Parent shall, jointly and severallyshall cause the Surviving Corporation to, indemnify, defend and hold harmlessharmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (collectively, the "Indemnified Parties") from and against, and provide advancement of expenses topay or reimburse the Indemnified Parties for, the current and former directors and officers of Impaxall losses, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”)obligations, in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, lossesexpenses, claims, damagesdamages or liabilities (whether or not resulting from third-party claims and including interest, penalties, liabilities out-of-pocket expenses and amounts paid attorneys' fees incurred in settlement the investigation or defense of any of the same or in connection asserting any of their rights hereunder) with any actual respect to actions or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, omissions arising out ofof such individuals' services as officers, relating to directors, employees or in connection with agents of the Company or any circumstances, developments of its subsidiaries or matters in existence, as trustees or acts fiduciaries of any plan for the benefit of employees of the Company or omissions any of its subsidiaries occurring or alleged to occur at on or prior to the Closing Effective Time (including for acts or omissions occurring in connection with including, without limitation, the approval of transactions contemplated by this Agreement) to the full extent permitted or required under applicable law and, in the case of indemnification by the Surviving Corporation, to the extent permitted under the provisions of the Company Certificate of Incorporation and the Company By-Laws, each as in effect at the date hereof (which provisions shall not be amended in any manner which adversely affects any Indemnified Party, for a period of six years), including provisions relating to advances of expenses incurred in the defense of any action or suit; PROVIDED that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. Without limiting the foregoing, in any case in which approval by the Surviving Corporation is required to effectuate any indemnification, the performance of Impax’sParent shall cause the Surviving Corporation to direct, Holdco’s and Amneal’s obligations under this Agreement and at the consummation election of the Transactions or arising out Indemnified Party, that the determination of or pertaining to any such approval shall be made by independent counsel selected by the Transactions) whether asserted or claimed prior to, at or after the ClosingIndemnified Party.

Indemnification; Insurance. (a) From BAYOU ROAD shall, and, from and after the ClosingClosing Date, Impax Principal Solar and Amneal BAYOU ROAD shall, jointly and severally, indemnify, defend and hold harmlessharmless each person who is now, and provide advancement or has been at any time prior to the date of expenses tothis Agreement, or who becomes prior to the current and former directors and officers Closing Date, an officer or director of Impax, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members BAYOU ROAD or any of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal "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 BAYOU ROAD or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby or thereby, in each case to the fullest full extent a corporation is permitted under Delaware or Ohio law (notwithstanding the By-laws of BAYOU ROAD or Bayou Road) to indemnify its own directors, officers and employees, as the case may be (and BAYOU ROAD or Principal Solar, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by Lawlaw). Without limiting the foregoing, including in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising before or after the Closing Date), (i) the Indemnified Parties may retain counsel satisfactory to them with the fullest extent authorized or permitted by any amendments to or replacements consent of the DGCL BAYOU ROAD (or the DLLCA adopted consent of Principal Solar and BAYOU ROAD after the date Closing Date) which consent of this Agreement BAYOU ROAD (or, after the Closing Date, Principal Solar and BAYOU ROAD ) with respect to such counsel retained by the Indemnified Parties may not be unreasonably withheld, (ii) BAYOU ROAD (or, after the Closing Date, Principal Solar and BAYOU ROAD ) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (iii) BAYOU ROAD (or, after the Closing Date, Principal Solar and BAYOU ROAD ) shall use all reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that increase the extent to neither BAYOU ROAD nor Principal Solar shall be liable for any settlement of any claim effected without its written consent, which a corporation or limited liability company may indemnify its officers and directors or any Impax consent, however, shall not be unreasonably withheld. Any Indemnified Party or Amneal Indemnified Partywishing to claim indemnification under this Section 6.15, from and against upon learning of any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened such claim, action, suit, proceeding or investigation, whether civilshall notify BAYOU ROAD and Principal Solar (but the failure so to notify shall not relieve BAYOU ROAD or Principal Solar from any liability which it may have under this Section 6.15, criminalexcept to the extent such failure materially prejudices such party). The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter, administrativeunless there is, regulatory under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or investigativemore Indemnified Parties. The provisions of the Certificate of Incorporation and the By-laws of BAYOU ROAD with respect to indemnification and exculpation from liability shall not be amended, arising out of, relating to repealed or otherwise modified for a period of six years from the Closing Date in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing (including for acts Date were directors or omissions occurring officers of BAYOU ROAD, unless such modification is required by law. Principal Solar shall cause BAYOU ROAD to keep and maintain in connection effect after the Closing Date the indemnification agreements with the approval of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the Closing.individuals listed in Schedule I.

Indemnification; Insurance. (a) From and after the ClosingEffective Time through the sixth anniversary of the Effective Time, Impax and Amneal shallthe Acquiror, jointly and severallyin the case of an indemnification obligation of the Company, indemnifyor the applicable Company Subsidiary or its successor by merger, defend and hold harmlessin the case of an indemnification obligation of a Company Subsidiary (the Acquiror or such Company Subsidiary, and as applicable, being referred to herein as the "Indemnifying Party") shall provide indemnification (including advancement of expenses toexpenses, the current if applicable) to each present and former directors and officers of Impaxdirector, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members officer or employee of the Amneal Board Company or a Company Subsidiary and officers each officer or employee of Amneal and the Company or its Subsidiaries (that is serving or has served as a director or trustee of another entity expressly at the “Amneal Indemnified Parties”)Company's request or direction, in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements determined as of the DGCL or Effective Time (the DLLCA adopted after the date of this Agreement that increase the extent "Indemnified Parties"), with respect to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including reasonable attorneys’ ' fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether whether, civil, criminal, administrative, regulatory administrative or investigative, arising out of, relating to of matters existing or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing Effective Time, (including for acts or omissions occurring in connection with the approval of transactions contemplated by this Agreement, including the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation entering into of the Transactions or arising out of or pertaining to the Transactions) whether Company Stock Option Agreement), if first asserted or claimed prior toto the date hereof and Previously Disclosed, if first asserted or claimed between the date hereof and the Effective Time and disclosed pursuant to Section 5.13 hereof or if first asserted or claimed after the Effective Time, to the fullest extent, if any, that such Indemnified Party, would have been entitled to indemnification or the advancement of expenses by the Company under Article X of its Certificate of Incorporation on the one hand or by the Bank under Article XII of its Bylaws on the other hand ("the Indemnification Rights"), as in effect on the date hereof and Previously Disclosed, provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim, and provided, further, that nothing contained herein shall enlarge the rights to indemnification contained in the Indemnification Rights or extend or be deemed a waiver of any applicable statute of limitations in respect of any claim or claim for indemnification. Without limiting the foregoing, the Acquiror also agrees that all limitations of liability existing in favor of the Indemnified Parties in Article IX of the Certificate of Incorporation of the Company, as in effect on the date hereof and Previously Disclosed, arising out of matters existing or occurring at or after prior to the ClosingEffective Time shall survive the Merger and shall continue in full force and effect.

Indemnification; Insurance. (a) From During the Term and after thereafter, the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend Company agrees to indemnify and hold harmless, and provide advancement of expenses to, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”), in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and Consultant harmless against any and all costs or damages, costs, liabilities, losses and expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with ) as a result of any actual claim or threatened claim, action, suit, proceeding or investigation, (whether civil, criminal, administrative, regulatory administrative or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence), or acts any threatened claim or omissions occurring proceeding (whether civil, criminal, administrative or alleged to occur at investigative) brought or prior instituted against the Consultant that arises out of or relates to the Closing Consultant’s provision of Services (including a “Proceeding”), and to promptly advance to the Consultant such expenses, in each case, to the same extent, and on the same terms, as the Company’s directors and officers and, with respect to any advancement of expenses, upon receipt of an undertaking by the Consultant to repay such amount in a manner consistent with one that a director or officer would be required to make under the Company’s by-laws. The Company will add the Consultant as an insured under its current directors and officers liability policies for acts or omissions occurring in connection with the approval of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or claims arising out of or pertaining the Services, on the same terms as the coverage provided to the TransactionsCompany’s directors and officers. For the avoidance of doubt, the Company shall continue to indemnify and hold the Consultant harmless against all damages, costs, liabilities, losses and expenses (including attorneys’ fees) as a result of any claim or proceeding (whether asserted civil, criminal, administrative or claimed prior toinvestigative), at or after any threatened claim or proceeding (whether civil, criminal, administrative or investigative) brought or instituted against the ClosingConsultant that arises out of or relates to the Consultant’s employment with the Company Group or service as a member of the Board, as applicable, and to promptly advance to the Consultant such expenses, in each case, in accordance with the governing documents of the Company Group, the Indemnification Agreement, dated February 5, 2016, by and between SolarWinds Parent, Inc. and the Consultant (the “Indemnification Agreement”) and/or any other indemnification agreements between the Consultant and any member of the Company Group, and the Consultant shall remain insured under the Company’s directors and officer liability policies for claims arising out of his employment with the Company Group and service as a member of the Board, in each case, in accordance with the terms of such policies.

Indemnification; Insurance. (a) From and after the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend and hold harmless, and provide advancement Effective Time through the sixth anniversary of expenses tothe Effective Time, the current and former directors and officers Acquiror, in the case of Impaxan indemnification obligation of the Company, Holdco and their respective Subsidiaries or the applicable Company Subsidiary or its successor by merger, in the case of an indemnification obligation of a Company Subsidiary (the “Impax Indemnified Parties”Acquiror or such Company Subsidiary, as applicable, being referred to herein as the "Indemnifying Party") and the current and shall provide indemnification to any present or former members director, officer or employee of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”)Company or a Company Subsidiary, in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements determined as of the DGCL or Effective Time (the DLLCA adopted after the date of this Agreement that increase the extent "Indemnified Parties"), with respect to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including reasonable attorneys’ ' fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether whether, civil, criminal, administrative, regulatory administrative or investigative, arising out of, relating to of matters existing or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this AgreementEffective Time, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether if first asserted or claimed prior toto the date hereof and Previously Disclosed, if first asserted or claimed between the date hereof and the Effective Time and disclosed pursuant to Section 5.13 hereof or if first asserted or claimed after the Effective Time, to the fullest extent, if any, that such Indemnified Party, would have been entitled to indemnification by the Company under Article Thirteenth of the Certificate of Incorporation or Article XI of the Bylaws of the Company or by Mid-Atlantic Service Corporation under Article III, Section 7 of the Bylaws of Mid-Atlantic Service Corporation (collectively, "the Indemnification Rights Documents"), in each case as in effect on the date hereof and Previously Disclosed, provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim, and provided, further, that nothing contained herein shall enlarge the rights to indemnification contained in the Indemnification Rights Documents or extend or be deemed a waiver of any applicable statute of limitations in respect of any claim or claim for indemnification. Without limiting the foregoing, the Acquiror also agrees that all limitations of liability existing in favor of the Indemnified Parties in Article Twelfth of the Certificate of Incorporation of the Company, as in effect on the date hereof and Previously Disclosed, arising out of matters existing or occurring at or after prior to the ClosingEffective Time shall survive the Merger and shall continue in full force and effect.

Indemnification; Insurance. (a) From and after the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend and hold harmless, and provide advancement Effective Time through the sixth anniversary of expenses tothe Effective Time, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries Holding Company (the “Impax Indemnified Parties”"Indemnifying Party") shall provide indemnification to any present or former director, officer or employee of SFS and the current and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”)each SFS Subsidiary, in each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements determined as of the DGCL or Effective Time (the DLLCA adopted after the date of this Agreement that increase the extent "Indemnified Parties"), with respect to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all costs or expenses (including reasonable attorneys’ ' fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether whether, civil, criminal, administrative, regulatory administrative or investigative, arising out of, relating to of matters existing or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this AgreementEffective Time, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether if first asserted or claimed prior toto the date hereof and Previously Disclosed, if first asserted or claimed between the date hereof and the Effective Time and disclosed pursuant to Section 5.17 hereof or if first asserted or claimed after the Effective Time, to the fullest extent, if any, that such Indemnified Party would have been entitled to indemnification by SFS or any SFS Subsidiary under the Certificate of Incorporation, Charter or Bylaws of SFS or any SFS Subsidiary as Previously Disclosed, provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim, and provided, further, that nothing contained herein shall extend or be deemed a waiver of any applicable statute of limitations in respect of any claim or claim for indemnification. Without limiting the foregoing, all limitations of liability existing in favor of the Indemnified Parties in the Certificate of Incorporation, Charter or Bylaws of SFS or any SFS Subsidiary, arising out of matters existing or occurring at or after prior to the ClosingEffective Time shall survive the Merger and shall continue in full force and effect.

Indemnification; Insurance. (a) From and after the ClosingMerger Effective Time, Impax and Amneal SplitCo shall, jointly and severally, indemnify, defend and hold harmless, and provide advancement of expenses to, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries (the “Impax Indemnified Parties”) and the current and former members of the Amneal Board and officers of Amneal and shall cause its Subsidiaries (the “Amneal Indemnified Parties”)to, in each case case, to the fullest extent permitted by Lawunder applicable Law (i) indemnify, including hold harmless and advance expenses to the fullest extent authorized individuals who at or permitted by any amendments prior to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and Merger Effective Time were directors or officers of SiriusXM or any Impax Indemnified Party or Amneal Indemnified Partyof its Subsidiaries (each, from an “Indemnitee” and against any collectively, the “Indemnitees”) with respect to all Actions and all costs or expenses (including attorneys’ feesclaims, expenses and disbursements)liabilities, losses, damages, judgments, fines, losses, claims, damages, penalties, liabilities and costs (including amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, compromise) and expenses (including fees and expenses of legal counsel) arising out offrom, relating to or in connection with any circumstancesAction (whether civil, developments criminal, administrative or matters investigative), whenever asserted, based on or arising out of, in existencewhole or in part, (A) the fact that an Indemnitee is or was a director or officer of SiriusXM or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of SiriusXM or such Subsidiary, or taken at the request of SiriusXM or such Subsidiary, in each case under clause (A) or (B), at, or at any time prior to, the Merger Effective Time (including any Action relating in whole or in part to the Transactions or relating to the enforcement of this provision) and (ii) comply with its obligations to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts Merger Effective Time as provided in the certificate of incorporation or omissions occurring any bylaws of SiriusXM or its Subsidiaries or indemnification agreements, in connection with each case, as in effect immediately prior to the approval Merger Effective Time or in any agreement in existence as of the date of this AgreementAgreement providing for indemnification between SiriusXM or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, from and after the Merger Effective Time, SplitCo shall cause, unless otherwise required by Law, the performance certificate of Impax’sincorporation and bylaws of SplitCo and any successor thereto to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification and advancement than are set forth in SplitCo’s Public Charter Documents, Holdco’s and Amneal’s obligations under this Agreement and which provisions shall not be amended, repealed or otherwise modified in a manner that would materially adversely affect the consummation rights thereunder of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the ClosingIndemnitees.