Common use of Indemnification Obligation Clause in Contracts

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expenses.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a an Affiliate, director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered any of the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect on as of the date hereofEffective Time, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee director or agent officer of the Company Group or any of its Affiliates to Subsidiaries(to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (ii) the MergerTransactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Transactions (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of connection with any such Legal ProceedingProceeding of the type contemplated by this Section 6.10(b), (A) Parent or the Surviving Corporation Corporation, as applicable, will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, Parent or the Surviving Corporation, as applicable, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by Parent or the Surviving Corporation), whether or not Parent or the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, Parent or the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Proceeding, whether or not Parent or the Surviving Corporation elects to control the defense of a any such Legal Proceeding, in accordance with the applicable organizational documents or indemnification agreement; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which Parent or the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made in accordance with the applicable organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesor indemnification agreement.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person (in their capacity as such) from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arisesis based on, arises from, or directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee director or agent officer of the Company Group or any of its Affiliates to the extent that Subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time; ) and (ii) the Mergerfact that such Indemnified Person is or was a director (including in a capacity as a member of any board committee) or officer of the Company, as well as and of its Subsidiaries or any actions taken by of their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”). Notwithstanding the Company or the Buyer Parties with respect theretoforegoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal connection with an Indemnified Party Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined by a court of competent jurisdiction in a final, non-appealable order or judgment that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Indemnified Party Proceeding; and (C) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written request for such advancement consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the fullest extent permitted contrary in this Agreement, none of Parent, the Surviving Corporation or any of their respective Affiliates will settle, compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Indemnified Party Proceeding with no admission of liability with respect to such Indemnified Person or such Indemnified Person approves in writing of such settlement, compromise or consent (such approval not to be unreasonably withheld, conditioned or delayed). No Indemnified Person shall compromise, settle or consent to an arrangement regarding, or agree to compromise, settle or consent to an arrangement regarding, any Indemnified Party Proceeding for which indemnification is or will be sought under applicable Law this Section 6.9(b) unless Parent has consented thereto in writing and Parent and the CharterSurviving Corporation shall not have any liability for any such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoing, the Bylaws provisions of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall be in addition to, any obligations of the Surviving Corporation and its Subsidiaries pursuant to the articles of incorporation, bylaws and other similar organizational documents or any indemnification agreements or the indemnification provisions of other Contracts containing indemnification provisions (including employee agreements) between the Subsidiaries Company and any of its Subsidiaries, on the Companyone hand, as applicableand an Indemnified Person, as of on the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesother hand.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a an Affiliate, director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered any of the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly (and in any event within ten (10) days) after receipt by Parent or the Surviving Corporation of a written request for such advancement advance to the fullest extent permitted under applicable Law law, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the CharterSurviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of the Company, as applicable, as all Indemnified Persons from all liability arising out of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesLegal Proceeding.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to the certificate of incorporation, bylaws and other charter and organizational documents (including the Charter and the Bylaws) of the applicable Company Group Member and as provided in any indemnification agreements with the between any Company Group Member and any of its Subsidiaries said Indemnified Person, in each case, in effect on prior to the date hereofEffective Time, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered any of the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a written request for any such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereofLegal Proceeding; provided that any Indemnified Person to whom fees or expenses are so advanced provides an undertaking to repay such advances advance if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification; and (D) no Indemnified Person will be liable for any settlement of such advanced expensesLegal Proceeding effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect on as of the date hereofEffective Time, each Indemnified Person (in their capacity as such) from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent) (any such Legal Proceeding, except that an “Indemnified Party Proceeding”). Notwithstanding the foregoing, if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal connection with an Indemnified Party Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Indemnified Party Proceeding; and (C) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request for such advancement consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the fullest extent permitted contrary in this Agreement, none of Parent, the Surviving Corporation or any of their respective Affiliates will settle, compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Indemnified Party Proceeding. No Indemnified Person shall compromise, settle or consent to an arrangement regarding, or agree to compromise, settle or consent to an arrangement regarding, any Indemnified Party Proceeding for which indemnification is or will be sought under applicable Law this Section 6.10(b) unless Parent has consented thereto in writing and Parent and the Surviving Corporation shall not have any liability for any such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoing, the provisions of this Section 6.10(b) shall not modify, amend, remove or otherwise alter any indemnification obligations of the Company set forth in the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that or any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesindemnification agreements.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person from and against any costs, fees and expenses (including reasonable and documented attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to out of (i) the fact that an Indemnified Person is or was a director or officer of the Company or its Subsidiaries; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee director or agent officer of the Company Group or any of its Affiliates to Subsidiaries, or taken at the extent that request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director or officer, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; shall (and (B) Parent shall cause the Surviving Corporation will to) advance all fees and expenses (including reasonable and documented fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the CharterProceeding; provided, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom fees and expenses are so advanced provides an undertaking shall be obligated to repay such advances return the advanced fees and expenses if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of or relating to such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which shall be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements set forth on Section 6.8(a) of the Company Disclosure Letter with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.8(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a written request for any such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents Legal Proceeding upon receipt of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking by or on behalf of such Indemnified Person to repay such advances amount if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to be indemnified; and (D) no Indemnified Person will be liable for any settlement of such advanced expensesLegal Proceeding effected without his or her prior written consent. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the CharterLaw, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries or Affiliates in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director or officer of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries or other Affiliates, or taken at the request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, trustee or fiduciary of another Person (including any employee or agent benefit plan), regardless of the Company Group or its Affiliates to the extent that whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of a written request for such advancement their respective Affiliates shall settle or otherwise compromise or consent to the fullest extent permitted under entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable Law and standard will be made by independent legal counsel selected by the CharterSurviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which shall be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect on as of the date hereofEffective Time, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates (to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of connection with any such Legal ProceedingProceeding of the type contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will (Parent and its Subsidiaries shall, and Parent will shall cause the Surviving Corporation and its Subsidiaries to) , indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, or employee of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, omission arising out of or relating to matters existing or occurring prior to or at the Effective Time in such Indemnified Person’s capacity as a director, officer, or employee or agent of the Company Group or any of its Affiliates to the extent that such action Subsidiaries or omissionother Affiliates, or alleged action or omission, occurred prior to or taken at the Effective Timerequest of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, trustee or fiduciary of another Person (including any employee benefit plan)); and (iiiii) the MergerTransaction, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.8(b), then the claim asserted in such notice will shall survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation); (B) Parent and its Subsidiaries shall (and Parent shall cause the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (Bits Subsidiaries to) the Surviving Corporation will advance all reasonable fees and expenses (including reasonable fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding; (C) no Indemnified Person will be liable for any settlement of such Legal Proceeding promptly after receipt by Parent effected without his or her prior written consent; and (D) none of Parent, the Surviving Corporation nor any of a written request for such advancement their respective Affiliates shall settle or otherwise compromise or consent to the fullest extent permitted under entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable Law and standard shall be made by independent legal counsel selected by the CharterSurviving Corporation (which counsel shall be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which shall be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements set forth on Section 6.8(b) of the Company Disclosure Letter with the Company and or any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.8(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a written request for any such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents Legal Proceeding upon receipt of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking by or on behalf of such Indemnified Person to repay such advances amount if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to be indemnified; and (D) no Indemnified Person will be liable for any settlement of such advanced expensesLegal Proceeding effected without his or her prior written consent. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries or other Affiliates, or taken at the extent that request of the Company or such Subsidiary or Affiliate as a director, officer, employee, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether ​ ​ such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.8(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will shall have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); (B) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; and (BC) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a written request for any such advancement Legal Proceeding. Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which shall be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries or Affiliates in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of of, or pertains, directly or indirectly, to to, (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; and (ii) any action or omission, or alleged action or omissionomission occurring at or prior to the Effective Time (including in connection with the approval of this Agreement and the consummation of the Transaction), in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to the extent that such action Subsidiaries or omissionother Affiliates, or alleged action or omission, occurred prior to or taken at the Effective Time; and (ii) the Merger, as well as any actions taken by request of the Company or such Subsidiary or Affiliate, including in connection with serving at the Buyer Parties with respect theretorequest of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereofProceeding; provided that any Person the person to whom expenses are so advanced provides an undertaking to repay such advances expenses if it is ultimately determined by final adjudication that such Person is not entitled to indemnification, and only to the extent required by applicable Law, the Charter, the Bylaws or other applicable Organizational Documents of the Subsidiaries of the Company or applicable indemnification agreements. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law the governing and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, Company as applicable, as of in effect on the date hereofof this Agreement, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect on as of the date hereofEffective Time and the DGCL, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In connection with a Legal Proceeding of the event of any such Legal Proceedingtype contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law the governing and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, Company as applicable, as of in effect on the date hereof, of this Agreement or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect as of the Effective Time and set forth on Section 6.10 of the date hereofCompany Disclosure Letter or that use the same form in all material respects as the form of indemnification agreement filed with the Company SEC Reports, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In connection with a Legal Proceeding of the event of any such Legal Proceedingtype contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted contrary in this Agreement, none of Parent, the Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. No Indemnified Person shall compromise, settle or consent to an arrangement regarding, or agree to compromise, settle or consent to an arrangement regarding, any Legal Proceeding for which indemnification is or will be sought under applicable Law this Section 6.10(b) unless Parent has consented thereto in writing (such consent not to be unreasonably withheld, conditioned or delayed) and Parent and the CharterSurviving Corporation shall not have any liability for any such compromise, settlement or arrangement effected without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which will be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and in accordance with provisions set forth in the Charter, the Bylaws and or the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereofof this Agreement, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect on as of the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Acquisition Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.8(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In connection with any Legal Proceeding of the event of any such Legal Proceedingtype contemplated by this Section 6.8(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) to the extent required in the applicable organizational documents or pursuant to any indemnification agreements with the Company or any of its Subsidiaries in effect as of the date of this Agreement, (1) the fees and expenses of any counsel retained by any Indemnified Person in connection with such Legal Proceeding will be paid by the Surviving Corporation; and (2) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all reasonable fees and expenses (including reasonable fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (C) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement to which the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it Surviving Corporation is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesentirely responsible).

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements listed on Section 6.10(a) of the Company Disclosure Letter with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a), during the period commencing Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and ending on the sixth anniversary rights for advancement of expenses), whether asserted or claimed prior to, at or after the Effective Time, in favor of any Indemnified Party as provided in the Surviving Corporation (i) Company's certificate of incorporation, (ii) the Company's bylaws, (iii) the respective comparable organizational documents of the Company’s Subsidiaries, and (iv) any indemnification or other agreements (clauses (i) through (iv), collectively, the “Indemnification Agreements”) of the Company or any Subsidiary of the Company (in the case of each such Indemnification Agreement, as in effect on the date of this Agreement) will survive the Merger and will continue in full force and effect in accordance with their terms until the expiration of the applicable statute of limitations with respect to any claims or potential claims against such directors, officers or employees arising out of such acts or omissions (and until such later date as such claims and any proceedings arising therefrom are finally disposed of) or such later date as is provided pursuant to the terms thereof, and from and after the Effective Time, Parent will comply with and honor, and will cause the Surviving Corporation to) indemnify to comply with and hold harmlesshonor, to the fullest extent permitted by applicable Law foregoing obligations. From and after the Effective Time, Parent and the Surviving Corporation will not amend, repeal or otherwise modify the Charter, the Bylaws and or the other similar respective comparable organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its ’s Subsidiaries in effect on any manner that could reasonably be expected to adversely affect the date hereof, each Indemnified Person from and against rights thereunder of any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, officer or employee with respect to their acts or agent of the Company Group omissions occurring at or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expenses.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with with, and the certificates of incorporation, bylaws and other similar organizational documents of, the Company and any of its Subsidiaries Group in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, of an Indemnified Person in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the MergerTransactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries by Parent or Merger Sub that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto, except to the extent it thereafter learns such Person is not entitled to such indemnification); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the reasonable fees and documented expenses of which that are indemnifiable hereunder will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all reasonable and documented fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent subject to indemnification hereunder, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to any Legal Proceeding for which indemnification has been sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise or consent includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding to the extent permitted under by applicable Law and Law. Any determination required to be made with respect to whether the Charterconduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which will be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by provided in the applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, document or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries Subsidiaries’ in effect on as of the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event connection with of any such Legal ProceedingProceeding of the type contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) to the extent that an Indemnified Person has such right as of the date of this Agreement and upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceedingclaim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arisesclaim, proceeding, investigation or inquiry arises directly or indirectlyindirectly out of, out of or pertains, pertains directly or indirectly, indirectly to (i) any action or omission, omission or alleged action or omission, omission in such Indemnified Person’s capacity as a director, officer, employee director or agent officer of the Company Group or its Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, ) occurred prior to to, at or at after the Effective TimeTime (including in connection with any of the transactions contemplated by this Agreement); and (ii) the Mergerprovided, as well as any actions taken by the Company or the Buyer Parties with respect theretohowever, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to under this Section 7.7(b6.8(b), then the claim asserted in such notice will shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such Legal Proceedingclaim, proceeding, investigation or inquiry, (Ai) the Surviving Corporation will shall have the right to control the defense thereof after the Effective Time; and Time (B) it being understood that, by electing to control the defense thereof, the Surviving Corporation will advance be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) subject to the receipt of the undertaking referred to in the preceding sentence, the Surviving Corporation shall pay all fees and expenses (including reasonable fees and expenses of any counselcounsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) as incurred no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent; provided that such consent is not unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary set forth in this Section 6.8(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) (A) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person in the defense under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding claim, proceeding, investigation or inquiry, (B) shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) or (C) shall have any obligation hereunder to any Indemnified Person if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such indemnification is prohibited by applicable Law, in which case the Indemnified Person shall promptly after receipt by refund to Parent or the Surviving Corporation the amount of a written request for all such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so theretofore advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensespursuant hereto.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.6(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and Law, the Charter, the Bylaws and or the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to and any indemnification agreements with the Company and or any of its Subsidiaries Subsidiaries, in each case in effect on as of the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, occurring or alleged to occur at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time) in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to the extent that such action Subsidiaries or omission, or alleged action or omission, occurred prior to or at the Effective Timeother Affiliates; and (ii) the MergerTransactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Transactions (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.6(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of connection with any such Legal ProceedingProceeding of the type contemplated by this Section 6.6(b), (A) Parent or the Surviving Corporation Corporation, as applicable, will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, Parent or the Surviving Corporation, as applicable, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.6 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by Parent or the Surviving Corporation), whether or not Parent or the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, Parent or the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Proceeding, whether or not Parent or the Surviving Corporation elects to control the defense of a any such Legal Proceeding, in accordance with the applicable organizational documents or indemnification agreement; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which Parent or the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless (x) such settlement, compromise, consent or termination (I) includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding and (II) relates only to monetary damages for which the other similar Surviving Corporation is entirely responsible or (y) such Indemnified Persons otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed). Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made in accordance with the applicable organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesor indemnification agreement.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a‎6.10‎(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a an Affiliate, director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered any of the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b‎6.10‎(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will Company shall (and Parent will shall cause the Surviving Corporation Company to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements listed on Section 6.10(a) of the Company Disclosure Letter with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, penalties, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries or other Affiliates, or taken at the extent that request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time; and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will Company shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after upon receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking from such Indemnified Person to repay such advances amount if it is shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Company nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification is reasonably likely to be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of such Indemnified Person from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Company (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which shall be paid by the Surviving Company.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a‎6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent and the Surviving Corporation will Company shall (and Parent will shall cause the Surviving Corporation Company to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements listed on Section ‎6.10(a) of the Company Disclosure Letter with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, penalties, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries or other Affiliates, or taken at the extent that request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time; and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b‎6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) Parent or the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will Company shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after upon receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking from such Indemnified Person to repay such advances amount if it is shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Company nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification is reasonably likely to be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of such Indemnified Person from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Company (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which shall be paid by the Surviving Company.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, subject to and to the fullest extent permitted by applicable Law Law, and the Charter, the Bylaws and the other similar organizational documents any of the Surviving Corporation’s Subsidiaries of the Company, as applicable, as of the date hereofof this Agreement shall, or pursuant to any indemnification agreements with the Company indemnify and any of its Subsidiaries in effect on the date hereof, hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary; (ii) any action or omission, or alleged action or omission, in each case occurring, arising out of or relating to the period at or prior to the Effective Time, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to the extent that such action or omissionSubsidiaries, or alleged action or omission, occurred prior to or taken at the Effective Time; and (ii) the Merger, as well as any actions taken by request of the Company or such Subsidiary (including in connection with serving at the Buyer Parties request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)) and matters arising out of, in connection with respect theretoor relating to this Agreement or the transactions contemplated hereby, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all reasonable fees and expenses (including reasonable fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or Proceeding; provided, that the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides shall provide an undertaking to repay such advances if it is ultimately determined by final adjudication non-appealable judgment by a court of competent jurisdiction that such Person is not entitled to indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification is being sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of such Indemnified Person from all liability arising out of, or relating to, such Legal Proceeding or such Indemnified Person otherwise consents in writing thereto (such consent not to be unreasonably withheld or delayed).

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries or Affiliates in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of of, or pertains, directly or indirectly, to to, (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, occurring at or prior to the Effective Time (including in connection with the approval of this Agreement and the consummation of the Transactions whether asserted or claimed prior to, at or after the Effective Time), in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to the extent that such action Subsidiaries or omissionother Affiliates, or alleged action or omission, occurred prior to or taken at the Effective Time; and (ii) the Merger, as well as any actions taken by request of the Company or such Subsidiary or Affiliate, including in connection with serving at the Buyer Parties with respect theretorequest of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereofProceeding; provided that any Indemnified Person to whom expenses are so advanced provides an undertaking to repay such advances expenses if it is ultimately determined by final adjudication that such Person is not entitled to indemnification, and only to the extent required by applicable Law, the Charter, the Bylaws or other applicable Organizational Documents of the Subsidiaries of the Company or applicable indemnification agreements. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.7(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.7(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a written request for any such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents Legal Proceeding upon receipt of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking by or on behalf of such Indemnified Person to repay such advances amount if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to be indemnified; and (D) no Indemnified Person will be liable for any settlement of such advanced expensesLegal Proceeding effected without his or her prior written consent. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a7.5(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect as of the Effective Time and as set forth on Section 4.12 of the date hereofCompany Disclosure Letter, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Offer, the Merger, as well as any actions taken by the Company Company, Parent or Purchaser with respect to the Offer or the Buyer Parties with respect theretoMerger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b7.5(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event connection with of any such Legal ProceedingProceeding of the type contemplated by this Section 7.5(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 7.5 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements listed on Section 6.9(a) of the Company Disclosure Letter with the Company and any of its Subsidiaries in effect on the date hereofDecember 4, 2019, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Offer and the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Company Merger Effective Time and ending on the sixth anniversary of the Company Merger Effective Time, the Surviving Corporation Entities will (and the Parent Entities will cause the Surviving Corporation Entities to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofDecember 11, 2020, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a an Affiliate, director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Company Merger Effective Time; and (ii) the MergerOffer and the Mergers, as well as any actions taken by the Company Parties or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Entities or any of their Subsidiaries that is alleged to have rendered the any of the Surviving Entities or any of their Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Company Merger Effective Time, any Indemnified Person delivers to the Parent Entities a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Company Merger Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Company Merger Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Entities will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and contrary in this Agreement, none of the CharterParent Entities, the Bylaws and Surviving Entities nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent and the Surviving Corporation each will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law Law, pursuant to any indemnification agreements with the Company or any of the Company Subsidiaries in effect as of the Effective Time as set forth in Section 3.9(a)(ix) of the Company Disclosure Letter, and pursuant to the Charter, the Bylaws and the other similar organizational documents of the Company Subsidiaries in effect as of the CompanyEffective Time, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, including Transaction Litigation, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to any of the extent that such action Company Subsidiaries or omission, or alleged action or omission, occurred prior to or at the Effective Timeother Affiliates; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent or the Surviving Corporation a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any connection with such Legal ProceedingProceeding of the type contemplated by this Section 6.9(b), (A) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (and (B) Parent will cause the Surviving Corporation will to) advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding; and (B) no Indemnified Person will be liable for any settlement of such Legal Proceeding promptly after receipt by Parent effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Surviving Corporation of a written request for such advancement is entirely responsible) which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification has been sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination releases such Indemnified Person from all liability arising out of such Legal Proceeding. Indemnified Persons and Surviving Corporation will (and Parent shall cause Surviving Corporation to) reasonably cooperate in good faith in the other similar organizational documents defense of any such matters. Parent shall guarantee the obligations of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation under this Section 6.9(b).

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and or the Charter, the Bylaws and the other similar organizational documents Organizational Documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including including, to the extent applicable, reasonable and documented attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director or officer of the Company or such Subsidiary at or prior to the Effective Time; or (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries, or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee or agent benefit plan)), regardless of the Company Group or its Affiliates to the extent that whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, (including any dispositions of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal ProceedingProceeding subject to indemnification under this Section 6.9(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all reasonable and documented fees and expenses (including reasonable and documented fees and expenses of any outside counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and Law, subject to the Charter, the Bylaws and the other similar organizational documents Surviving Corporation’s receipt of the Subsidiaries an undertaking by or on behalf of the Company, as applicable, as of the date hereof; provided that any such Indemnified Person to whom expenses are repay all amounts so advanced provides an undertaking to repay such advances if it is should ultimately be determined by final adjudication judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such advanced expenses. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law the governing and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the CompanyCompany as in effect on February 4, as applicable2024, as of the date hereof, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect on as of the date hereofEffective Time and the DGCL, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In connection with a Legal Proceeding of the event of any such Legal Proceedingtype contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. (i) Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmlessharmless (and advance expenses), to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (iA) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (iiB) the MergerMerger Transactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. . (ii) In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). (iii) Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. No Indemnified Person will be liable for any settlement, compromise, consent or termination effected in contravention of the Subsidiaries foregoing sentence. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the CharterLaw, the Bylaws and the other similar organizational documents each current or former director or officers of the Company or its Subsidiaries (and any person who becomes a director or officer of the Company, as applicable, as of the date hereof, Company or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on prior to the date hereof, each Indemnified Person Effective Time) from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee officer or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at on the Effective TimeClosing Date; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In connection with a Legal Proceeding of the event of any such Legal Proceedingtype contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request for such advancement consent. Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a) and subject to Section 6.10(d), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on as of the date hereofEffective Time, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) the Indemnified Persons will be entitled to retain their own counsel selected by them (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding, which shall be limited to one counsel for all Indemnified Persons, unless in the reasonable judgment of such counsel a conflict exists which would prevent such counsel from representing all Indemnified Persons, in which case the Indemnified Person(s) that are the subject of such conflict will be entitled to retain one (unless there are further conflicts in the reasonable judgment of such counsel) separate counsel (the fees and expenses of which will be paid by the Surviving Corporation); (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined by a court of appropriate jurisdiction after exhausting all appeals that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect on as of the date hereofEffective Time, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates (to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (ii) the MergerTransactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Transactions (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of connection with any such Legal ProceedingProceeding of the type contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent and the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on prior to the date hereofClosing, each Indemnified Person from and against any costs, fees and expenses (including advancing costs (including attorneys’ fees and investigation expenses)), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time, whether asserted or claimed prior to, at or after the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the any of the Surviving Corporation or any of its Subsidiaries insolvent) (each of clauses (i) and (ii), a “Company Indemnified Proceeding”), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.8(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event an Indemnified Person is or becomes involved in any Company Indemnified Proceeding, Parent shall, or shall cause the Surviving Corporation to, pay reasonable out of pocket expenses in advance of the final disposition of any such Legal Proceeding, (A) the Surviving Corporation will have the right Company Indemnified Proceeding to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an each Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law by Law. The Parties agree that the foregoing rights to indemnification and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that advancement shall also apply with respect to any Person action to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesenforce this Section 6.8.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements (that are in substantially the form disclosed in the Company SEC Reports or that have been made available to Parent prior to the date hereof) with the Company and any of its Subsidiaries in effect on prior to the date hereofClosing, each Indemnified Person from and against any costs, fees and expenses (including advancing costs (including attorneys’ fees and investigation expenses)), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a directoran Affiliate, officer, employee director or agent officer of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time, whether asserted or claimed prior to, at or after the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the any of the Surviving Corporation or any of its Subsidiaries insolvent) (each of clauses (i) and (ii), a “Company Indemnified Proceeding”), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event Indemnified Person is or becomes involved in any Company Indemnified Proceeding, Parent shall, or shall cause the Surviving Corporation to, advance reasonable and documented out of pocket expenses in advance of the final disposition of any such Legal Proceeding, (A) the Surviving Corporation will have the right Company Indemnified Proceeding to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an each Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charterby law; provided, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Indemnified Person to whom expenses are so advanced provides an a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to such advanced expensesindemnification. The Parties agree that the foregoing rights to indemnification and advancement shall also apply with respect to any action to enforce this Section 7.7.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with with, and the certificates of incorporation, bylaws and other similar organizational documents of, the Company and any of its Subsidiaries Group in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the MergerTransactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, including but not limited to ▇▇▇▇▇▇▇ Procter LLP, (the reasonable and documented fees and expenses of which counsel will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding promptly after receipt effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination of whether any Indemnified Person is entitled to indemnification by Parent or the Surviving Corporation under this Section 6.10, including any determination required to be made with respect to whether the conduct of a written request for any Indemnified Person complies or complied with any applicable standard, such advancement Indemnified Person shall have the right to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication require that such Person is not entitled determination be made by special, independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person).

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ ' fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s 's capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person's entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.11(a), during the period commencing at from and after the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation Company will (and Parent will cause the Surviving Corporation Company to) to the fullest extent such persons are indemnified as of the date of this Agreement pursuant to applicable Law, the Charter, the Bylaws, the Organizational Documents of any Subsidiary of the Company and the Existing Indemnification Agreements, as applicable, indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities liabilities, obligations, and amounts paid in settlement or compromise in connection with any Legal ProceedingProceeding or other claim, whether civil, criminal, administrative administrative, investigative or investigativeotherwise, whenever asserted, including any threatened Legal Proceeding or other claim, to the extent that such Legal Proceeding or other claim arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person was at any time at or prior to the Effective Time a director, officer, employee or agent of the Company or such Subsidiary; and (ii) any action or omission, or alleged action or omissionomission occurring at or prior to the Effective Time (including in connection with the approval of this Agreement and the consummation of the Transactions), in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to the extent that such action or omissionSubsidiaries, or alleged action or omission, occurred prior to or taken at the Effective Time; and (ii) the Merger, as well as any actions taken by request of the Company or such Subsidiary (including in connection with serving at the Buyer Parties with respect theretorequest of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)); except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.11(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal ProceedingProceeding or other claim, (A) the Surviving Corporation Company will have the right to control the defense thereof after the Effective Time; (and (B) Parent will cause the Surviving Corporation will Company to) advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereofProceeding; provided that any Person the person to whom expenses are so advanced provides an undertaking to repay such advances expenses if it is ultimately determined by final adjudication through a final, non-appealable court order that such Person is not entitled to indemnification but only to the extent such advanced expensesrepayment is required by applicable Law, the Charter, the Bylaws or other applicable Organizational Documents of the Subsidiaries of the Company or applicable indemnification agreements. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Company nor any of their respective Affiliates will settle or otherwise compromise or consent without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld, conditioned or delayed) to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding or other claim for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Person from all liability arising out of such Legal Proceeding, including from any monetary obligations and does not include any equitable relief.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless), to the fullest extent permitted by applicable Law and the CharterLaw, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement shall, indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director or officer of the Company or such Subsidiary; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries, or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee or agent benefit plan), regardless of the Company Group or its Affiliates to the extent that whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of a written request for such advancement their respective Affiliates shall settle or otherwise compromise or consent to the fullest extent permitted under applicable Law and entry of any judgment with respect to, or otherwise seek the Chartertermination of, the Bylaws and the other similar organizational documents any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of the Subsidiaries of the Companyall Indemnified Persons from all liability arising out of, as applicableor relating to, as of the date hereof; provided that any such Legal Proceeding or such Indemnified Person otherwise consents in writing (such consent not to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled be unreasonably withheld or delayed) to such advanced expensessettlement, compromise, consent or termination.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the CharterLaw, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries or Affiliates in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, director or officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries or other Affiliates, or taken at the extent that request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have shall, to the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will extent permitted by applicable Law, advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, subject to any such individual’s affirmation or undertaking if required under the DGCL. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of a written request for such advancement their respective Affiliates shall settle or otherwise compromise or consent to the fullest extent permitted under applicable Law entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding and the CharterIndemnified Person shall not settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by such Indemnified Person pursuant to this Agreement without the Parent’s consent. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which shall be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.11(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any reasonable costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a an Affiliate, director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent the Surviving Corporation a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.11(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all reasonable fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under contrary in this Agreement, none of the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable Law and standard will be made by independent legal counsel selected by the CharterSurviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which will be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements listed on Section 6.10(a) of the Company Disclosure Letter with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, penalties, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries or other Affiliates, or taken at the extent that request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time; and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after upon receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking from such Indemnified Person to repay such advances amount if it is shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which shall be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Company Merger Effective Time and ending on the sixth anniversary of the Company Merger Effective Time, the Surviving Corporation Entities will (and the Parent Entities will cause the Surviving Corporation Entities to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a an Affiliate, director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Company Merger Effective Time; and (ii) the MergerMergers, as well as any actions taken by the Company Parties or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Entities or any of their Subsidiaries that is alleged to have rendered the any of the Surviving Entities or any of their Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Company Merger Effective Time, any Indemnified Person delivers to the Parent Entities a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Company Merger Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Company Merger Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Entities will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and contrary in this Agreement, none of the CharterParent Entities, the Bylaws and Surviving Entities nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law the governing and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, Company as applicable, as of in effect on the date hereof, of this Agreement or pursuant to any indemnification agreements with the Company and or any of its Subsidiaries in effect as of the Effective Time and set forth on Section 6.10 of the date hereofCompany Disclosure Letter or that use the same form in all material respects as the form of indemnification agreement filed with the Company SEC Reports, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretoto the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In connection with a Legal Proceeding of the event of any such Legal Proceedingtype contemplated by this Section 6.10(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will and its Subsidiaries shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any actual or threatened Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, or employee of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, officer or employee or agent of the Company Group or any of its Affiliates to Subsidiaries or other Affiliates, or taken at the extent that request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and or (iiiii) the MergerMerger or other transactions contemplated hereby, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after upon receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking by such Indemnified Person (which shall not require any security) to repay such advances amount if it is shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of, or relating to, such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by such Indemnified Person (which counsel will be reasonably acceptable to Parent), the fees and expenses of which shall be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.11(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation Company will (and Parent will cause the Surviving Corporation Company to) to the fullest extent such persons are indemnified as of the date of this Agreement pursuant to applicable Law, the Charter, the Bye-Laws, the Organizational Documents of any Subsidiary of the Company and the Existing Indemnification Agreements, as applicable, indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person was at any time at or prior to the Effective Time a director, officer, employee or agent of the Company or such Subsidiary; and (ii) any action or omission, or alleged action or omissionomission occurring at or prior to the Effective Time (including in connection with the approval of this Agreement and the consummation of the Transactions), in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to the extent that such action or omissionSubsidiaries, or alleged action or omission, occurred prior to or taken at the Effective Time; and (ii) the Merger, as well as any actions taken by request of the Company or such Subsidiary (including in connection with serving at the Buyer Parties with respect theretorequest of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)); except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.11(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation Company will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereofProceeding; provided that any Person the person to whom expenses are so advanced provides an undertaking to repay such advances expenses if it is ultimately determined by final adjudication that such Person is not entitled to indemnification, and only to the extent required by applicable Law, the Charter, the Bye-Laws or other applicable Organizational Documents of the Subsidiaries of the Company or applicable indemnification agreements. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Company nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Company (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Company.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a‎6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person from and against any costs, fees and expenses (including reasonable and documented attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b‎6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A1) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (2) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (and (B) Parent will cause the Surviving Corporation will to) advance all fees and expenses (including fees and expenses of any counselcounsel in the event that (A) the employment of separate counsel has been previously authorized by the Company, (B) the Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Person in the conduct of any such defense or (C) the Company shall fail to maintain counsel to defend any such Legal Proceeding) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after within ten (10) Business Days following receipt by Parent or the Surviving Corporation of a written request for such advancement advancement, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; and (3) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Companyconduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person). Notwithstanding the foregoing, as applicablein the case of advancement of expenses in connection with the foregoing, as of the date hereof; provided that any Indemnified Person to whom expenses are so advanced provides must, as a condition to such advancement, (x) provide an undertaking to repay such advances if it is ultimately determined by in a final adjudication non-appealable judgment that such Indemnified Person is not entitled to indemnification; and (y) cooperate in the defense of any such advanced expensesmatter until it is determined that such Indemnified Person is not eligible for indemnification in a final non-appealable judgment.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with with, and the certificates of incorporation, bylaws and other similar organizational documents of, the Company and any of its Subsidiaries Group in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the MergerTransactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the reasonable and documented fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A1) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B2) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (3) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (4) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Company Merger Effective Time and ending on the sixth anniversary of the Company Merger Effective Time, the Surviving Corporation Entities will (and Parent will cause the Surviving Corporation Entities to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofIndemnification Agreements, each Indemnified Person from and against any reasonable and documented out-of-pocket costs, fees and expenses (including reasonable and documented out-of-pocket attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group Parties or its Affiliates to the extent any of their respective Subsidiaries that such action or omission, or alleged action or omission, occurred prior to or at the Company Merger Effective Time; and or (ii) the MergerMergers, as well as any actions taken by the Company Parties, the Buyer Parties, the Related Parties or the Buyer Parties Debt Financing Sources with respect theretoto the Mergers or the transactions leading up to or resulting in the Mergers (including any disposition of assets of the Surviving Entities or any of their respective Subsidiaries that is alleged to have rendered the Surviving Entities or any of their respective Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Company Merger Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Company Merger Effective Time until such claim is fully and finally resolved. In connection with a Legal Proceeding of the event of any such Legal Proceedingtype contemplated by this Section 6.10(b), (A) the Surviving Corporation Entities will have the right to control the defense thereof after the Company Merger Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Entities will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.10 with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation Entities), whether or not the Surviving Entities elect to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Entities will advance all reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket fees and expenses of any counsel) as reasonably incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation Entities elect to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Entities would be responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Entities or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Entities (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Entities.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.6(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (Parent and its Subsidiaries shall, and Parent will shall cause the Surviving Corporation to) , indemnify and hold harmless, to the fullest extent permitted by applicable Law and the CharterLaw, the Bylaws and the other similar organizational documents each current or former director or officer of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that, at or prior to the Effective Time, such Person is or was a director or officer of the Company or any of its Subsidiaries or, while a director or officer of the Company or any of 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 or other enterprise, including service with respect to an employee benefit plan; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee director or agent officer of the Company Group or any of its Affiliates to the extent that such action Subsidiaries at or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (iiiii) the MergerTransactions, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person current or former director or officer of the Company and its Subsidiaries delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.6(b), then the claim asserted in such notice will shall survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) Parent and its Subsidiaries shall, and Parent shall cause the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will to, advance all fees and expenses (including reasonable attorneys’ fees and expenses of any counselinvestigation expenses) as incurred by an Indemnified such Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereofProceeding; provided that such Person agrees in advance to return any Person such funds to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication which a court of competent jurisdiction determines in a final, nonappealable judgment that such Person is not ultimately entitled to indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by a current or former director or officer of the Company and its Subsidiaries pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes an unconditional release of the applicable Person from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any current or former director or officer of the Company and its Subsidiaries complies or complied with any applicable standard shall be made by independent legal counsel selected by the Surviving Corporation (which counsel shall be reasonably acceptable to such Indemnified Person), the fees and expenses of which shall be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a7.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on as of the date hereofof this Agreement, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Subsidiaries or other Affiliates (to the extent that such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Offer or the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b7.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Agreement with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel (the fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.8(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will and Proton Parent shall cause the Surviving Corporation to) indemnify and hold harmless), to the fullest extent permitted by applicable Law (including with respect to advancement of expenses and attorneys’ fees and advancing such expenses and fees without requiring any preliminary determination of entitlement subject to such individual’s affirmation or undertaking as contemplated by the CharterDGCL), the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement shall, indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was prior to the Effective Time a director, officer, employee or agent of the Company or such Subsidiary; (ii) any action or omission, or alleged action or omission, prior to the Effective Time in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries, or taken at the extent that request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (iiiii) the Merger, as well as any actions taken prior to the Effective Time by the Company Company, Parent, Proton Parent or the Buyer Parties Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a good faith claim for indemnification pursuant to this Section 7.7(b6.8(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In Any Indemnified Person shall not settle or compromise, or consent to the event entry of any such Legal Proceedingjudgment with respect thereto, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by for which he or she has submitted or may submit an indemnification claim pursuant to this Section 6.8(b) without the prior written consent of Parent (not to be unreasonably withheld, conditioned or the Surviving Corporation of a written request for such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesdelayed).

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a‎6.6(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (Parent and its Subsidiaries shall, and Parent will shall cause the Surviving Corporation to) to indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofLaw, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectlyindirectly (including reasonable attorneys’ fees and investigation expenses in advance of the final disposition of such Legal Proceeding; provided that such Indemnified Person agrees in advance to return any such funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Person is not ultimately entitled to indemnification), to (i) the fact that an Indemnified Person is or was a director, member, manager, officer, employee or agent of the Company or such Subsidiary; or (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, member, manager, officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries or as a director, manager, officer, member, manager, employee, agent or other fiduciary of any other Person if taken at the extent that request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, member, manager, officer, employee, agent or other fiduciary of another Person (including any employee benefit plan) regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting in good faith a claim for indemnification pursuant to this Section 7.7(b6.6(b), then the claim asserted in such notice will shall survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) Parent and its Subsidiaries shall, and Parent shall cause the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will to, advance all reasonable fees and expenses (including reasonable fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or Proceeding; provided that such Indemnified Person agrees in advance to return any such funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Person is not ultimately entitled to indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of a written request for such advancement their respective Affiliates shall settle or otherwise compromise or consent to the fullest extent permitted under entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable Law and standard shall be made by independent legal counsel selected by the CharterSurviving Corporation (which counsel shall be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which shall be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on as of the date hereofEffective Time, each Indemnified Person from and against any reasonable and documented costs, fees and expenses (including reasonable and documented attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee director or agent officer of the Company Group or any of its Affiliates to the extent that Subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent). Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) each Indemnified Person will be entitled to retain his or her own counsel (the reasonable and documented fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement without the prior written consent of the Companysuch Indemnified Person (such consent not to be unreasonably withheld, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesconditioned or delayed).

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless), to the fullest extent permitted by applicable Law and the CharterLaw, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries or Affiliates in effect on the date hereofof this Agreement shall, indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or any of its Affiliates to Subsidiaries or other Affiliates, or taken at the extent that request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time); and (iiiii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of a written request for such advancement their respective Affiliates shall settle or otherwise compromise or consent to the fullest extent permitted under entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable Law and standard will be made by independent legal counsel selected by the CharterSurviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the Bylaws fees and expenses of which shall be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a an Affiliate, director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the MergerTransactions, as well as any actions taken by the Company or the Buyer Parties with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered any of the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, each Indemnified Person to the fullest extent permitted by applicable Law and or to the Chartersame extent that such Indemnified Persons are indemnified as of the Agreement Date pursuant to applicable Law, the Charter and Bylaws and the other similar organizational documents of the Company Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any and indemnification agreements with that have been provided to Parent between the Company and any of its Subsidiaries in effect the Company Subsidiaries, on the date hereofone hand, each Indemnified Person and any of their respective current or former directors or officers, on the other, from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee officer or agent of the Company Group or its any of the Company Subsidiaries or other Affiliates to the extent that (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) ), including the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect thereto. Notwithstanding the foregoing, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b)6.9(b) with respect to a Legal Proceeding commenced or threatened in writing prior to the sixth anniversary of the Effective Time, then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In Upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined that such Indemnified Person is not entitled to indemnification, the event Surviving Corporation will advance all fees and expenses (including reasonable fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of any Legal Proceeding with respect to the matters subject to indemnification pursuant to this Section 6.9(b), to the extent required by the terms of, and in accordance with the procedures set forth in, the Charter, the Bylaws, the corresponding organizational documents of the Company Subsidiaries, and indemnification agreements, in each case in effect as of the Effective Time and that have been provided to Parent. In connection with such Legal ProceedingProceedings, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification under this Section 6.9 with respect thereto); (B) each Indemnified Person will be entitled to retain his or her own counsel but the Surviving Corporation will not be liable to any Indemnified Person for any fees of counsel subsequently incurred by any Indemnified Person with respect to the same Legal Proceeding, it being understood that (1) the Indemnified Person shall have the right to employ his or her counsel in any such proceeding such Indemnified Person’s expense; and (B2) if (x) the employment of counsel by the Indemnified Person has been previously authorized by the Surviving Corporation, (y) the Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Surviving Corporation and the Indemnified Person in the conduct of any such defense, or (z) the Surviving Corporation will advance all fees and expenses (including shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of the Indemnified Person’s counsel shall be at the expense of the Surviving Corporation; and (C) no Indemnified Person will be liable for any counsel) as incurred settlement of such Legal Proceeding effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person in the defense pursuant to this Agreement unless: (a) such settlement, compromise, consent or termination includes an unconditional release from all liability arising out of such Legal Proceeding promptly after receipt for each Indemnified Person covered by Parent such settlement, compromise, consent or termination; or (b) each Indemnified Person covered by such settlement, compromise, consent or termination provides their consent. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation of a written request for (which counsel will be reasonably acceptable to such advancement to the fullest extent permitted under applicable Law and the CharterIndemnified Person, which approval shall not be unreasonably withheld), the Bylaws fees and expenses of which will be paid by the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to such advanced expensesSurviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, each Indemnified Person from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company Group or its Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (ii) the Merger, as well as any actions taken by the Company Company, Parent or the Buyer Parties Merger Sub with respect theretothereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective TimeTime (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s Table of Contents entitlement to indemnification hereunder with respect thereto); and (B) each Indemnified Person will be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (C) the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent Proceeding, whether or not the Surviving Corporation elects to control the defense of a any such Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written request consent (unless such settlement relates only to monetary damages for such advancement which the Surviving Corporation is entirely responsible). Notwithstanding anything to the fullest extent permitted under applicable Law and the Chartercontrary in this Agreement, none of Parent, the Bylaws and Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the other similar organizational documents entry of any judgment with respect to, or otherwise seek the Subsidiaries termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the Company, as applicable, as conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the date hereof; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled Surviving Corporation (which counsel will be reasonably acceptable to such advanced expensesIndemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 7.7(a6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will shall (and Parent will shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof, or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereofof this Agreement, which have been made available to Parent, each Indemnified Person from and against any reasonable costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, penalties, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, arises out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director or officer of the Company or such Subsidiary or Affiliate, or (ii) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries or other Affiliates, including in connection with the Merger or taken at the request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee or agent benefit plan), regardless of the Company Group or its Affiliates to the extent that whether such action or omission, or alleged action or omission, occurred prior to to, at or at after the Effective Time; and (ii) the Merger, as well as any actions taken by the Company or the Buyer Parties with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 7.7(b6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; and (B) the Surviving Corporation will shall advance all reasonable fees and expenses (including reasonable fees and expenses of any counsel, which counsel will be reasonably acceptable to the Surviving Corporation) as incurred by an Indemnified Person in the defense of such Legal Proceeding promptly after receipt by Parent or the Surviving Corporation of Proceeding. Such advancement shall be subject to a written request for undertaking by such advancement to the fullest extent permitted under applicable Law and the Charter, the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date hereof; provided that any Indemnified Person to whom expenses are so advanced provides an undertaking to promptly repay all such advances if in the event that it is ultimately finally determined by final adjudication that such Indemnified Person is not entitled to indemnification pursuant to this Section 6.10(b). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such advanced expensessettlement, compromise, consent or termination includes a full release of all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard for indemnification will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which shall be paid by the Surviving Corporation.