Common use of Indemnification Obligation Clause in Contracts

Indemnification Obligation. Without limiting the generality of Section 6.9(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, 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 is based on, arises from, or directly or indirectly, out of (i) 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 (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) and (ii) the fact 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, and of its Subsidiaries or any of their respective predecessors (any such Legal Proceeding, 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 6.9(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 connection with an Indemnified Party Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of 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 consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the 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 this Section 6.9(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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other hand.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 Lawlaw or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date of this Agreement, 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries (regardless of whether or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party 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); (B) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnificationretain 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, each Indemnified Person (in their capacity as such) 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 is based onarises, arises fromdirectly or indirectly, out of or pertains, directly or indirectly, 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 or officer of the Company or any of its Subsidiaries 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 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, at or after the Effective Time) ); and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). Notwithstanding the foregoing, 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 6.9(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 connection with an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 shall (and Parent shall cause the Surviving Corporation 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 Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; provided, that any Person to whom fees and (C) no Indemnified expenses are advanced shall be obligated to return the advanced fees and expenses if it is determined that such Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written consent (is not entitled to be unreasonably withheld, conditioned or delayed)indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 or relating to such Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw or pursuant to any indemnification agreements set forth on Section 6.8(a) of the Company Disclosure Letter with the Company in effect on the date of this Agreement, 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (B) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnificationretain 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party ProceedingPerson to repay such amount if it is ultimately determined that such Indemnified Person is not entitled to be indemnified; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not to be unreasonably withheld, conditioned or delayed)consent. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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 LawLaw or pursuant to any indemnification agreements with the Company or any of its Subsidiaries in effect as of the Effective 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors its Subsidiaries insolvent) (any such Legal Proceeding, 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 6.9(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 an Indemnified Party Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Proceeding; and (C) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the 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)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 this Section 6.9(b6.10(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 6.9(b6.10(b) shall not modify, amend, remove or otherwise alter, but shall be in addition to, alter any indemnification obligations of the Surviving Corporation and its Subsidiaries pursuant to Company set forth in the articles of incorporationCharter, bylaws and other similar organizational documents Bylaws or any indemnification agreements or the indemnification provisions of other Contracts containing indemnification provisions (including employee agreements) between the Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other hand.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw or pursuant to any indemnification agreements with the Company and any of its Subsidiaries or Affiliates in effect on the date of this Agreement, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or directly or indirectly, out of 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; 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries (regardless of whether such action or omissionother Affiliates, or alleged action taken at the request of the Company or omissionsuch Subsidiary or Affiliate, occurred prior toincluding in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, at officer, employee, agent, trustee or after the Effective Time) and (ii) the fact that such Indemnified fiduciary of another Person is or was a director (including in a capacity as a member of any board committee) or officer of the Companyemployee benefit plan), and of its Subsidiaries or any of their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; provided that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such Person is not entitled to indemnification, and (C) no Indemnified Person will be liable for any settlementonly to the extent required by applicable Law, compromise the Charter, the Bylaws or arrangement regarding such Legal Proceeding effected without his other applicable Organizational Documents of the Subsidiaries of the Company or her prior written consent (not to be unreasonably withheld, conditioned or delayed)applicable indemnification agreements. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 any of its Subsidiaries or Affiliates in effect on the date of this Agreement, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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 benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 connection with an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of 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 consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates, or taken 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), regardless of whether ​ ​ such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party 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) upon receipt of an undertaking by or on behalf of such each 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 shall be entitled to indemnificationretain his or her own counsel, whether or not the Surviving Corporation will elects to control the defense of any such Legal Proceeding; and (C) the Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal 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 consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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 LawLaw or pursuant to any indemnification agreements with the Company or any of its Subsidiaries in effect as of the Effective 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). 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 6.9(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 an Indemnified Party Proceedingany such Legal Proceeding 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); (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 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary 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, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date of this Agreement, which have been made available to Parent, each Indemnified Person (in their capacity as such) 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 is based on, arises from, or directly or indirectly, out of (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 benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) and (ii) the fact , except 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, and of its Subsidiaries or any of their respective predecessors (any such Legal Proceeding, 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects . Such advancement shall be subject to control the defense of any a written undertaking by such Indemnified Party Proceeding; and (C) no Person to promptly repay all such advances in the event that it is finally determined that such Indemnified Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written consent (is not entitled to be unreasonably withheld, conditioned or delayedindemnification pursuant to this Section 6.10(b). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 a full release of all Indemnified Persons from all liability arising out of such Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding applicable standard for which indemnification is or will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw (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 DGCL), and any of its Subsidiaries in effect on the date of this Agreement shall, indemnify and hold harmless each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries 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 benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ); and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken prior to the Effective Time by the Company, and of its Subsidiaries Parent, Proton Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). 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 good faith claim for indemnification pursuant to this Section 6.9(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 an Indemnified Party Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (B) upon receipt of an undertaking by or on behalf of such Any Indemnified Person shall not settle or compromise, or consent 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 entry of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Proceedingjudgment with respect thereto, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Proceeding; and (C) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected for which he or she has submitted or may submit an indemnification claim pursuant to this Section 6.8(b) without his or her the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the 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 this Section 6.9(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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other hand.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, harmless each Indemnified Person (in their capacity as such) 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 is based onclaim, proceeding, investigation or inquiry arises fromdirectly or indirectly out of, or pertains directly or indirectly, out of (i) indirectly to any action or omission, omission or alleged action or omission, omission in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries (regardless of whether such action or omission, or alleged action or omission, ) occurred prior to, at or after the Effective Time) and (ii) the fact that such Indemnified Person is or was a director Time (including in a capacity as a member of connection with any board committee) or officer of the Companytransactions contemplated by this Agreement); provided, and of its Subsidiaries or any of their respective predecessors (any such Legal Proceedinghowever, an “Indemnified Party Proceeding”). Notwithstanding the foregoing, 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 6.9(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 Party ProceedingPerson 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 claim, proceeding, investigation or inquiry, (Ai) the Surviving Corporation will shall have the right to control the defense thereof after the Effective Time; Time (B) upon receipt of an undertaking it being understood that, by or on behalf of such Indemnified Person electing 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 indemnificationcontrol the defense thereof, the Surviving Corporation will advance all fees and expenses be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (including fees and expenses of any counselii) as incurred by an each Indemnified Person in the defense of such Indemnified Party Proceedingshall be entitled to retain his or her own counsel, whether or not the Surviving Corporation elects 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 reasonable fees and expenses of any counsel retained by an Indemnified Party Proceeding; 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 (Civ) no Indemnified Person will shall be liable for any settlement, compromise or arrangement regarding such Legal Proceeding settlement effected without his or her prior express written consent; provided that such consent (is not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Section 6.8(b) or elsewhere in this Agreement, none of Parent, neither the Surviving Corporation or nor any of their respective its Affiliates will settle, (including Parent) (A) shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination ofwith respect to any claim, any Legal Proceeding proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person pursuant to 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 Indemnified Party Proceeding with no admission of liability with respect to such Indemnified Person claim, proceeding, investigation or such Indemnified Person approves in writing of such settlementinquiry, compromise or (B) shall be liable for any settlement effected without their prior written consent (such approval which consent shall not to be unreasonably withheld, conditioned delayed or delayed). No 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 compromise, settle promptly refund to Parent 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 this Section 6.9(b) unless Parent has consented thereto in writing and Parent and the Surviving Corporation shall not have any liability for any the amount of all such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoing, the 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 expenses theretofore advanced 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handhereto.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 Lawlaw or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date hereof, 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 is based onarises, 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 an Affiliate, director, officer, employee or officer agent of the Company Group or any of its Subsidiaries (regardless of whether Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (ii) the fact that such Indemnified Person is Merger, as well as any actions taken by the Company or was a director the Buyer Parties with respect thereto (including in a capacity as a member any disposition of any board committee) or officer assets of the Company, and Surviving Corporation or any of its Subsidiaries that is alleged to have rendered any of the Surviving Corporation or any of their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party 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); (B) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnificationretain 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 any of its Subsidiaries or Affiliates in effect on the date of this Agreement, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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 director, officer or officer employee of the Company or any of its Subsidiaries or other Affiliates, or taken at the request of the Company or such Subsidiary or Affiliate (regardless including in connection with serving at the request of whether the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), if such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ); and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). Notwithstanding the foregoing, if, 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of 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 consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, each Indemnified Person (in their capacity as such) 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 is based onor other claim arises, arises from, or 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries (regardless of whether such action or omissionSubsidiaries, or alleged action taken at the request of the Company or omission, occurred prior to, at or after the Effective Time) and (ii) the fact that such Indemnified Person is or was a director Subsidiary (including in a capacity connection with serving at the request of the Company or such Subsidiary as a member director, officer, employee, agent, trustee or fiduciary of another Person (including any board committee) or officer of the Company, and of its Subsidiaries or any of their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”employee benefit plan). 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 6.9(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 connection with an Indemnified Party Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (B) upon receipt event of an undertaking by any such Legal Proceeding 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 indemnificationother claim, the Surviving Corporation Company will (and Parent will cause the Surviving 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 Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (C) no Indemnified provided that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined through a final, non-appealable court order that such Person will be liable for any settlementis not entitled to indemnification but only to the extent such repayment is required by applicable Law, compromise the Charter, the Bylaws or arrangement regarding such Legal Proceeding effected without his other applicable Organizational Documents of the Subsidiaries of the Company or her prior written consent (not to be unreasonably withheld, conditioned or delayed)applicable indemnification agreements. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or Company nor any of their respective Affiliates will settle, 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 all such Indemnified Persons Person 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 settlementLegal Proceeding, compromise or consent (such approval including from any monetary obligations and does 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, include any Indemnified Party Proceeding for which indemnification is or will be sought under this Section 6.9(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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handequitable relief.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date of this Agreement, 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries (regardless of whether or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party 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); (B2) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnificationretain 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (C4) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or directly or indirectly, out of or pertains, directly or indirectly (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 director, member, manager, officer, employee or officer agent of the Company or any of its Subsidiaries or as a director, manager, officer, member, manager, employee, agent or other fiduciary of any other Person if 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, 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, to or at or after the Effective Time) and (ii) the fact ); except 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, and of its Subsidiaries or any of their respective predecessors (any such Legal Proceeding, 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 in good faith a claim for indemnification pursuant to this Section 6.9(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 connection with an Indemnified Party 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; (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 finalto, non-appealable order or judgment 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; provided that such Indemnified Party Proceeding, whether or not the Surviving Corporation elects Person agrees in advance to control the defense of return any such Indemnified Party Proceeding; and (C) no funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written consent (is not ultimately entitled to be unreasonably withheld, conditioned or delayed)indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies or such Indemnified Person approves in writing of such settlement, compromise or consent (such approval not to complied with any applicable standard shall 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 this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation (which counsel shall not have any liability for any be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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 LawLaw or pursuant to any indemnification agreements with the Company or any of its Subsidiaries in effect as of the Effective 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Transactions, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). 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 6.9(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 an Indemnified Party Proceedingany such Legal Proceeding 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); (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 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary 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, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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, in accordance with provisions set forth in the Charter, the Bylaws or the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement, or pursuant to any indemnification agreements with the fullest extent permitted by applicable LawCompany or any of its Subsidiaries in effect as of the date of this Agreement, 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Acquisition Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). 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 6.9(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 an Indemnified Party Proceedingany Legal Proceeding of the type contemplated by this Section 6.8(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 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 reasonable fees and expenses (including reasonable fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (C) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, none of Parent, monetary damages for which 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 delayedis entirely responsible). 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 this Section 6.9(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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other hand.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries (regardless of whether such action or omissionSubsidiaries, or alleged action taken at the request of the Company or omission, occurred prior to, at or after the Effective Time) and (ii) the fact that such Indemnified Person is or was a director Subsidiary (including in a capacity connection with serving at the request of the Company or such Subsidiary as a member director, officer, employee, agent, trustee or fiduciary of another Person (including any board committee) or officer of the Company, and of its Subsidiaries or any of their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”employee benefit plan). 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 6.9(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 connection with an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 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 Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; provided that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such Person is not entitled to indemnification, and (C) no Indemnified Person will be liable for any settlementonly to the extent required by applicable Law, compromise the Charter, the Bye-Laws or arrangement regarding such Legal Proceeding effected without his other applicable Organizational Documents of the Subsidiaries of the Company or her prior written consent (not to be unreasonably withheld, conditioned or delayed)applicable indemnification agreements. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or Company nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability 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 or such Indemnified Person approves in writing Person), the fees and expenses 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 this Section 6.9(b) unless Parent has consented thereto in writing and Parent and paid by 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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCompany.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw 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 of this Agreement, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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, officer, employee or officer agent 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, 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, at or after the Effective Time) ; and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 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 Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense Legal Proceeding upon receipt of any an undertaking from such Indemnified Party Proceeding; and (C) no Person to repay such amount if it shall ultimately be determined that such Indemnified Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written consent (is not entitled to be unreasonably withheld, conditioned or delayed)indemnified. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or Company nor any of their respective Affiliates will settle, 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 is reasonably likely to be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all such Indemnified Persons Person from all liability arising out of such Indemnified Party Proceeding with no admission of liability 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 or such Indemnified Person approves in writing Person), the fees and expenses of such settlement, compromise or consent (such approval not to which shall 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 this Section 6.9(b) unless Parent has consented thereto in writing and Parent and paid by 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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCompany.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw or pursuant to any indemnification agreements with, and the certificates of incorporation, bylaws and other similar organizational documents of, the Company Group in effect on the date of this Agreement, 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 is based onarises, arises from, or 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 director, officer, employee or officer agent of the Company Group or any of its Subsidiaries (regardless of whether other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Transactions, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). Notwithstanding the foregoing, 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 6.9(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 connection with an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; Time (B) upon receipt of an undertaking it being understood that, by or on behalf of 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 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 such indemnification); (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 Indemnified Party ProceedingLegal Proceeding subject to indemnification hereunder, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, to any Legal Proceeding for which indemnification may be has been sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, compromise or consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Indemnified Party Legal Proceeding with no admission of liability to the extent permitted by applicable Law. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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 Lawthe governing and organizational documents of the Company as in effect on the date of this Agreement or pursuant to any indemnification agreements with the Company or any of its Subsidiaries in effect as of the Effective Time and set forth on Section 6.10 of the Company 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 (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 is based onarises, 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 director, officer, or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). 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 6.9(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 an Indemnified Party Proceedinga Legal Proceeding 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); (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 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary 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, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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 Lawthe governing and organizational documents of the Company as in effect on the date of this Agreement or pursuant to any indemnification agreements with the Company or any of its Subsidiaries in effect as of the Effective Time and set forth on Section 6.10 of the Company 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 (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 is based onarises, 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 director, officer, or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). 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 6.9(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 an Indemnified Party Proceedinga Legal Proceeding 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); (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 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary 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, 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 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)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 Indemnified Party Legal Proceeding for which indemnification is or will be sought under this Section 6.9(b6.10(b) unless Parent has consented thereto in writing (such consent not to be unreasonably withheld, conditioned or delayed) and Parent and the Surviving Corporation shall not have any liability for any such compromise, settlement or arrangement effected without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding Any determination required to be made with respect to whether the foregoing, the provisions conduct of this Section 6.9(b) shall not modify, amend, remove any Indemnified Person complies or otherwise alter, but shall complied with any applicable standard will be in addition to, any obligations of made by independent legal counsel selected by the Surviving Corporation and its Subsidiaries pursuant (which counsel will be reasonably acceptable 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 Company and any of its Subsidiaries, on the one hand, and an such Indemnified Person), on the other handfees and expenses of which will be paid by the Surviving Corporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw 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 between any Company Group Member and said Indemnified Person, in each case, in effect prior to the Effective 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 is based onarises, 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 director, officer, employee or officer agent of the Company Group or any of its Subsidiaries (regardless of whether Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). Notwithstanding the foregoing, 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 6.9(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 connection with an Indemnified Party 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); (B) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnificationretain 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw 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 of this Agreement, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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, officer, employee or officer agent 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, 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, at or after the Effective Time) ; and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense Legal Proceeding upon receipt of any an undertaking from such Indemnified Party Proceeding; and (C) no Person to repay such amount if it shall ultimately be determined that such Indemnified Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written consent (is not entitled to be unreasonably withheld, conditioned or delayed)indemnified. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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 or to the same extent that such Indemnified Persons are indemnified as of the Agreement Date pursuant to applicable Law, each Indemnified Person (in the Charter and Bylaws and other organizational documents of the Company Subsidiaries and indemnification agreements that have been provided to Parent between the Company and any of the Company Subsidiaries, on the one hand, and any of their capacity as such) 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 is based onarises, arises from, or directly or indirectly, out of (i) or pertains, directly or indirectly, to any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director director, officer or officer agent of the Company or any of its the Company Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) and (ii) ), including the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”)Merger Sub with respect thereto. 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 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 connection with an Indemnified Party Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (B) upon 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 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 Indemnified Party ProceedingLegal Proceedings, whether or not (A) the Surviving Corporation elects will have the right to control the defense thereof after the Effective Time (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 (2) 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 shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of the Indemnified Party ProceedingPerson’s counsel shall be at the expense of the Surviving Corporation; and (C) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary 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, 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 unless: (a) such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding for each Indemnified Party Proceeding with no admission of liability Person covered by 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 (which counsel will be reasonably acceptable to such Indemnified Person or such Indemnified Person approves in writing of such settlementPerson, compromise or consent (such which approval shall 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 the fees and expenses of which indemnification is or will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and paid by 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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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 Lawthe governing and organizational documents of the Company as in effect on February 4, 2024, any indemnification agreements with the Company or any of its Subsidiaries in effect as of the Effective Time and the DGCL, 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 is based onarises, 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 director, officer, or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). 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 6.9(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 an Indemnified Party Proceedinga Legal Proceeding 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); (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 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary 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, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 any of its Subsidiaries or Affiliates in effect on the date of this Agreement shall, indemnify and hold harmless each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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, officer, employee or officer agent 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, 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, at or after the Effective Time) ); and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of 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 consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 Lawlaw or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the date of this Agreement, 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 is based onarises, 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 's capacity as a director director, officer, employee or officer agent of the Company or any of its Subsidiaries (regardless of whether or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party 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); (B) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnificationretain 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, each Indemnified Person (in their capacity as such) current or former director or officer of the Company and its Subsidiaries 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 is based onarises, arises from, or 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 or officer of the Company or any of its Subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after prior to the Effective Time) ; and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Transactions, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). Notwithstanding the foregoing, 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 6.9(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 connection with an Indemnified Party 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; (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 finalto, non-appealable order or judgment that such Indemnified Person is not entitled to indemnification, the Surviving Corporation will 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects ; provided that such Person agrees in advance to control the defense of return any such Indemnified Party Proceeding; and (C) no Indemnified funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written consent (is not ultimately entitled to be unreasonably withheld, conditioned or delayed)indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 a current or former director or officer of the Company and its Subsidiaries pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons the applicable Person from all liability arising out of such Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such Indemnified Person whether the conduct of any current or such Indemnified Person approves in writing former director or officer of such settlement, compromise the Company and its Subsidiaries complies or consent (such approval not to complied with any applicable standard shall 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 this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation (which counsel shall not have any liability for any be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but which shall be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of Section 6.9(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, 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 Effective Time, as applicable, 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, including Transaction Litigation, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding is based onarises, 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 director, officer, employee or officer agent of the Company or any of its the Company Subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) other Affiliates; and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). Notwithstanding the foregoing, 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 6.9(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 connection with an Indemnified Party Proceedingsuch Legal Proceeding of the type contemplated by this Section 6.9(b), (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (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 (and Parent will cause the Surviving Corporation to) advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CB) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding 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) which consent shall not to be unreasonably withheld, conditioned delayed or delayed)conditioned. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or any of their respective Affiliates will settle, 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 has been sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all releases such Indemnified Persons Person from all liability arising out of such Legal Proceeding. 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 Persons and Surviving Corporation will (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 this Section 6.9(b) unless Parent has consented thereto in writing and Parent and the shall cause Surviving Corporation shall not have any liability for to) reasonably cooperate in good faith in the defense of any such compromise, settlement or arrangement effected without Parent’s prior written consentmatters. Notwithstanding Parent shall guarantee the foregoing, the 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handunder this Section 6.9(b).

Indemnification Obligation. Without limiting the generality of Section 6.9(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 Lawthe governing and organizational documents of the Company as in effect on the date of this Agreement, any indemnification agreements with the Company or any of its Subsidiaries in effect as of the Effective Time and the DGCL, 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 is based onarises, 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 director, officer, or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect to 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 their respective predecessors (any such Legal Proceeding, an “Indemnified Party Proceeding”its Subsidiaries insolvent). 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 6.9(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 an Indemnified Party Proceedinga Legal Proceeding 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); (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 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Indemnified Party Legal Proceeding; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary 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, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, each Indemnified Person (in their capacity as such) 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries (regardless of whether or other Affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to, to or at or after the Effective Time) ; and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and Parent or Merger Sub with respect thereto (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 their respective predecessors (any such Legal Proceedingits Subsidiaries insolvent), an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party the event of any such Legal Proceeding, (A1) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (B) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any retain his or her own counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; (2) the Surviving Corporation will (and Parent will cause the Surviving Corporation to) advance all fees and expenses (including fees and expenses of any counsel in the event that (A) the employment of separate counsel has been previously authorized by the Company, (B) the Indemnified Party 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 within ten (10) Business Days following receipt by the Surviving Corporation of a written request for such advancement, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding; and (C3) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not unless such settlement relates only to be unreasonably withheld, conditioned or delayedmonetary damages for which the Surviving Corporation is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consentIndemnified Person). Notwithstanding the foregoing, in the provisions case of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall be advancement of expenses in addition toconnection with the foregoing, any obligations Indemnified Person to whom expenses are advanced must, as a condition to such advancement, (x) provide an undertaking to repay such advances if it is ultimately determined in a final non-appealable judgment that such Indemnified Person is not entitled to indemnification; and (y) cooperate in the defense of the Surviving Corporation and its Subsidiaries pursuant to the articles of incorporation, bylaws and other similar organizational documents or any such matter until it is determined that such Indemnified Person is not eligible for indemnification agreements or the indemnification provisions of other Contracts containing indemnification provisions (including employee agreements) between the Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handin a final non-appealable judgment.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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, 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 is based onarises, 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 director, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) ); and (ii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). 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 6.9(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 connection with an Indemnified Party the event of any such Legal Proceeding, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time; (B) upon receipt of an undertaking by or on behalf of such each 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 will be entitled to indemnificationretain 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 Indemnified Party Legal Proceeding, whether or not the Surviving Corporation elects to control the defense of any such Legal Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party ProceedingPerson to repay such amount if it is ultimately determined that such Indemnified Person is not entitled to be indemnified; and (CD) no Indemnified Person will be liable for any settlement, compromise or arrangement regarding settlement of such Legal Proceeding effected without his or her prior written consent (not to be unreasonably withheld, conditioned or delayed)consent. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or nor any of their respective Affiliates will settle, 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 Indemnified Party Proceeding with no admission of liability Legal Proceeding. Any determination required to be made with respect to such whether the conduct of any Indemnified Person complies 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, complied with any Indemnified Party Proceeding for which indemnification is or applicable standard will be sought under this Section 6.9(b) unless Parent has consented thereto in writing and Parent and made by independent legal counsel selected by the Surviving Corporation shall not have any liability for any (which counsel will be reasonably acceptable to such compromise, settlement or arrangement effected without Parent’s prior written consent. Notwithstanding the foregoingIndemnified Person), the provisions fees and expenses of this Section 6.9(b) shall not modify, amend, remove or otherwise alter, but shall which will be in addition to, any obligations of paid by 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other handCorporation.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 Lawlaw or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect prior to the Closing, each Indemnified Person (in their capacity as such) 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 is based onarises, 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 director, officer, employee or officer agent of the Company Group or any of its Subsidiaries (regardless of whether 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 fact that such Indemnified Person is Merger, as well as any actions taken by the Company or was a director the Buyer Parties with respect thereto (including in a capacity as a member any disposition of any board committee) or officer assets of the Company, and Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the any of the Surviving Corporation or any of their respective predecessors its Subsidiaries insolvent) (any such Legal Proceedingeach of clauses (i) and (ii), an a “Company Indemnified Party Proceeding”). 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 6.9(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 the event an Indemnified Party Person is or becomes involved in any Company Indemnified Proceeding, (A) Parent shall, or shall cause the Surviving Corporation will have to, pay reasonable out of pocket expenses in advance of the right final disposition of any such Company Indemnified Proceeding to control the defense thereof after the Effective Time; (B) upon receipt of an undertaking by or on behalf of such each Indemnified Person to repay any amount if it is ultimately determined the fullest extent permitted by a court of competent jurisdiction in a final, non-appealable order or judgment Law. The Parties agree that such Indemnified Person is not entitled the foregoing rights to indemnification, the Surviving Corporation will advance all fees indemnification and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense of 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 consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the 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 advancement shall also apply with respect to such Indemnified Person or such Indemnified Person approves in writing of such settlement, compromise or consent (such approval not any action 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 enforce this Section 6.9(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 6.9(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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other hand6.8.

Indemnification Obligation. Without limiting the generality of the provisions of Section 6.9(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 LawLaw 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 of this Agreement, each Indemnified Person (in their capacity as such) 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 is based onarises, arises from, or 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, officer, employee or officer agent 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, 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, at or after the Effective Time) ; and (iiiii) the fact that such Indemnified Person is or was a director (including in a capacity Merger, as a member of well as any board committee) or officer of actions taken by the Company, and of its Subsidiaries Parent or any of their respective predecessors (any such Legal ProceedingMerger Sub with respect thereto, an “Indemnified Party Proceeding”). 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 6.9(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 an Indemnified Party 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; (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 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 Indemnified Party Proceeding, whether or not the Surviving Corporation elects to control the defense Legal Proceeding upon receipt of any an undertaking from such Indemnified Party Proceeding; and (C) no Person to repay such amount if it shall ultimately be determined that such Indemnified Person will be liable for any settlement, compromise or arrangement regarding such Legal Proceeding effected without his or her prior written consent (is not entitled to be unreasonably withheld, conditioned or delayed)indemnified. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation or Company nor any of their respective Affiliates will settle, 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 is reasonably likely to be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all such Indemnified Persons Person from all liability arising out of such Indemnified Party Proceeding with no admission of liability 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 or such Indemnified Person approves in writing Person), the fees and expenses of such settlement, compromise or consent (such approval not to which shall 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 this Section 6.9(b) unless Parent has consented thereto in writing and Parent and paid by the Surviving Corporation shall not have any liability for any such compromise, settlement or arrangement effected without Parent’s prior written consentCompany. Notwithstanding the foregoing, the 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 Company and any of its Subsidiaries, on the one hand, and an Indemnified Person, on the other hand.91