Common use of Indemnification of Officers and Directors of the Company Clause in Contracts

Indemnification of Officers and Directors of the Company. For six (6) years from and after the Effective Time (or, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDED, HOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time. Subject to all of the foregoing provisions in this Section 5.20, from and after the Effective Time, each person who as of the date of this Agreement is a director and/or officer of the Company who becomes a director and/or officer of Parent or any of its subsidiaries (including the Surviving Corporation) shall (in addition to that which they are and shall be entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Corporation), as in effect from time to time after the Effective Time.

Indemnification of Officers and Directors of the Company. (a) For six a period of [***] following the Closing, Purchaser shall, and shall cause the Company to, indemnify and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Closing, an officer, director or employee of the Company (6the “Company Indemnified Parties”) years from and after against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement (the Effective Time “Company Indemnified Liabilities”) of or in connection with any claim, action, suit, proceeding or investigation by reason of the fact that such person is or was a director, officer or employee of the Company (ora “Company Indemnified Proceeding”), in the case of matters whether pertaining to any matter existing or occurring at or prior to the Effective Time that have not been resolved Closing and whether asserted or claimed prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDED, HOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's familyto, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time. Subject to all of the foregoing provisions in this Section 5.20, from and after the Effective Time, each person who as of the date of this Agreement is a director and/or officer of the Company who becomes a director and/or officer of Parent or any of its subsidiaries (including the Surviving Corporation) shall (in addition to that which they are and shall be entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) Closing and all Company Indemnified Liabilities based on, or relating to this Agreement or the transactions contemplated hereby (to the extent provided that such losses, claims, damages, costs, expenses, liabilities or judgments or amounts arose from or are related to this Agreement or the transactions contemplated hereby), in each case to the fullest extent a corporation is permitted by law to indemnify its own directors, officers and employees. In the event any Company Indemnified Party is or becomes involved in any Company Indemnified Proceeding, Purchaser shall, or shall cause the Company to, pay expenses in advance of the final disposition of any such Company Indemnified Proceeding to each Company Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking contemplated by Section 145 of the Delaware Law. Without limiting the foregoing, in the Certificate event any such Company Indemnified Proceeding is brought against any Company Indemnified Party, (i) the Company Indemnified Parties may retain counsel of Incorporation their choosing, (ii) Purchaser shall, or similar governing documents shall cause the Company to, pay all reasonable and documented fees and expenses of Parent one counsel for all of the Company Indemnified Parties with respect to each such Company Indemnified Proceeding unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case Purchaser shall pay the fees of such additional counsel required by such conflict, promptly as statements therefor are received; provided, however, that neither Purchaser nor the Company shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld or delayed. Any Company Indemnified Party wishing to claim indemnification under this Section 7.7(a) upon becoming aware of any such Company Indemnified Proceeding shall promptly notify Purchaser and its subsidiaries the Company (including but the Surviving Corporationfailure to so notify Purchaser or the Company shall not relieve Purchaser or the Company from any liability it may have under this Section 7.7(a) except to the extent such failure materially prejudices Purchaser or the Company), as in effect from time and shall deliver to time after Purchaser and the Effective Time.Company the undertaking contemplated by Section 145 of Delaware Law. 42

Indemnification of Officers and Directors of the Company. For six (6) years from and after the Effective Time (or, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSONIndemnified Person") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDEDprovided, HOWEVERhowever, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect identical with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time. Subject to all of the foregoing provisions in this Section 5.20, from and after the Effective Time, each person who as of the date of this Agreement is a director and/or officer of the Company who becomes a director and/or officer of Parent or any of its subsidiaries (including the Surviving Corporation) shall (in addition to that which they are and shall be entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Corporation), as in effect from time to time after the Effective Time.

Indemnification of Officers and Directors of the Company. For (a) Prior to the Closing, the Company shall (at its sole cost and expense, which shall be a Company Transaction Expense) purchase a six (6) years from year "tail" prepaid directors' and after officers' liability insurance policy (the Effective Time (or, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved"D&O Tail Policy"), Parent shall indemnify and hold harmless each individual who effective as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all lossesClosing, expenses and liabilities that such person incurs or may incur based upon or relating to factsproviding, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDED, HOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from after the Effective Time in any manner that would adversely affect any Closing, the coverage and amounts, and terms and conditions comparable to those of the rights current policies of indemnification of persons covered thereby immediately before the Effective Time. Subject to all directors' and officers' liability insurance maintained by or on behalf of the foregoing provisions in this Section 5.20, from Company immediately prior to Closing. From and after the Effective TimeClosing, Acquiror shall (and/or shall cause the Group Companies, the Surviving Blockers or their other subsidiaries or Affiliates, as applicable, to) continue to honor their obligations under any such insurance procured pursuant to this Section 5.4, and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof. From and after the Closing until the sixth (6th) anniversary thereof, Surviving Company and Surviving Blockers and each person of their respective Subsidiaries shall, and Acquirer shall cause each of the Surviving Blockers and the Surviving Company and each of their respective Subsidiaries to, honor all rights to advancement and indemnification of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director, manager or employee of a Group Company or a Blocker (each, a "D&O Indemnified Party"), with regard to acts or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the extent such rights currently exist as of the date of this Agreement is a director and/or officer of hereof with the Company who becomes a director and/or officer of Parent Group Companies or any of its subsidiaries (including the Surviving Corporationapplicable Blocker(s) shall (in addition to that which they are and shall be entitled pursuant to the foregoing provisions of this Section) have their respective organizational documents and indemnification rights (contracts with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) D&O Indemnified Party, to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Corporationlisted on Schedule 5.4(a), as in effect from time to time after the Effective Time.

Indemnification of Officers and Directors of the Company. For six (6) years from and after the Effective Time (or, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDED, HOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time. Subject to all of the foregoing provisions in this Section 5.20, from and after the Effective Time, each person who as of the date of this Agreement is a director and/or officer of the Company who becomes a director and/or officer of Parent or any of its subsidiaries (including the Surviving Corporation) shall (in addition to that which they are and shall be entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Corporation), as in effect from time to time after the Effective Time.

Indemnification of Officers and Directors of the Company. (a) For six (6) years from and after the Effective Time (or, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDED, HOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from after the Effective Time Closing, Parent shall, and shall cause the Acquired Companies (including, after the Closing, the Surviving Company) to, to the fullest extent permitted by applicable Laws, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the Closing Date, an officer, manager, director or employee of the Acquired Companies (each, a “D&O Indemnified Party”), against all losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any manner claim, Legal Proceeding, suit, action or investigation based in whole or in part on or arising in whole or in part out of the fact that would adversely affect such Person is or was an officer, director or employee of any of the rights Acquired Companies, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of indemnification of persons covered thereby immediately before this Agreement and the Effective Time. Subject to all consummation of the foregoing provisions in this Section 5.20, from and after transactions contemplated hereby) to the Effective Time, each person who same extent that such Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement is a director and/or officer by the Acquired Companies pursuant to their respective Charter Documents and indemnification agreements of the Company who becomes a director and/or officer Company, if any, in existence on the date of Parent or this Agreement with any of its subsidiaries (including the Surviving CorporationD&O Indemnified Party. The foregoing covenants under this Section 5.06(a) shall (not apply to any claim or matter that relates to a willful or intentional breach of a representation, warranty, or covenant made by the Company in addition to that which they are and shall be entitled pursuant to connection with this Agreement or the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Corporation), as in effect from time to time after the Effective TimeTransactions.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years from and after the Effective Time Closing and at all times subject to applicable Law, (ori) the Parent shall not (and shall not cause or permit any Group Company or any of the Parent’s other Subsidiaries or Affiliates to) amend or modify in any way materially adverse to the D&O Indemnified Parties the exculpation, advancement and indemnification provisions set forth in the case Group Company Charter Documents, and (ii) the Parent shall cause to be maintained in effect the current policies of matters occurring directors’ and officers’ liability insurance maintained by or on behalf of the Company as of the date hereof (provided that the Parent may substitute such policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from facts or events that occurred at or prior to the Effective Time that have not been resolved Closing. At or immediately prior to the sixth anniversary of Closing, the Effective TimeCompany shall obtain, until such matters are finally resolved)maintain and fully pay for a six (6) year irrevocable “tail” prepaid directors’ and officers’ liability insurance policy, Parent shall indemnify and hold harmless each individual who effective as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all lossesClosing, expenses and liabilities that such person incurs or may incur based upon or relating to factsproviding, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDED, HOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from after the Effective Time in Closing, the coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 6.03(a). From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any manner such insurance procured pursuant to this Section 6.03(a), and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would adversely affect reasonably be expected to result in the cancellation thereof except as otherwise permitted by this Section 6.03. (b) If the Parent, the Surviving Company or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and the rights of indemnification of persons covered thereby immediately before Parent or the Effective Time. Subject to Surviving Company shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the foregoing provisions in this Section 5.20consummation of such transaction so that the successors and assigns of the Parent or the Surviving Company, as the case may be, shall, from and after the Effective Timeconsummation of such transaction, each person who as honor the indemnification and other obligations set forth in this Section 6.03. (c) The provisions of this Section 6.03 shall survive the consummation of the date of this Agreement is a director and/or officer of Merger and the Company who becomes a director and/or officer of Parent or any of its subsidiaries Effective Time and (including i) are intended to be for the Surviving Corporation) shall (in addition to that which they are benefit of, and shall be entitled pursuant to enforceable by, each D&O Indemnified Party, and his or her successors, heirs and representatives and shall be binding on all successors and assigns of the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including and the Surviving CorporationCompany and (ii) at are in addition to, and not in substitution for, any other rights to indemnification or after the Effective Time) to the extent provided in the Certificate of Incorporation contribution that any such Person may have by Contract or similar governing documents of Parent and its subsidiaries (including the Surviving Corporation), as in effect from time to time after the Effective Time.otherwise. 6.04

Indemnification of Officers and Directors of the Company. For six (6a) years In addition to the obligations set forth in Sections 5.16(b) through 5.16(d), from and after the Effective Time for a period of six years (orunless notice of an actual or threatened claim is given to the Surviving Company prior to such date, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Timewhich case, such period shall be extended until such matters are finally claim is fully resolved), Parent the Surviving Company shall indemnify fulfill and hold harmless each individual who as of honor in all respects the date hereof is a director or officer obligations of the Company and any of its Subsidiaries pursuant to any indemnification or advancement provisions pursuant to, or under, (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted byi) the Company's Articles organizational documents of Incorporation and/or Bylawsthe Company or its Subsidiaries, (ii) any Material Contract set forth in Section 3.17(a) of the Disclosure Schedules or (iii) any benefit arrangement, in each case, as in effect on the date of this AgreementAgreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers of the Company or its Subsidiaries, together with each such Person’s estate, heirs, successors, assigns and personal representatives, being referred to collectively as the “Covered Persons”); PROVIDED, HOWEVERprovided, that in no event shall Parent shall not or the Surviving Company be required obligated to indemnify or hold harmless any Indemnified Person in connection with person for any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought amounts payable by such Indemnified Person solely pursuant to enforce rights under this Article VIII hereof or as a result of any of the matters described in Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister8.2. The Bylaws organizational documents of the Surviving Corporation Company shall contain the provisions identical with respect to indemnification to those indemnification, advancement or exculpation from liability set forth in Article VII, Section 1 of the Company's Bylaws as in effect Company LLC Agreement on the date of this Agreement and which provisions (together with the Charter comparable provisions in the organizational documents of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions Company’s Subsidiaries) shall not be amended, repealed or otherwise modified for a period of six (6) years from after the Effective Time in any manner that would adversely affect any of the rights thereunder of indemnification of persons covered thereby immediately before the Effective Time. Subject to all of the foregoing provisions in this Section 5.20, from and after the Effective Time, each person who any Indemnified Party except as of the date of this Agreement is a director and/or officer of the Company who becomes a director and/or officer of Parent or any of its subsidiaries (including the Surviving Corporation) shall (in addition to that which they are and shall may be entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Corporation), as in effect from time to time after the Effective Timerequired by applicable Law.

Indemnification of Officers and Directors of the Company. For six (6) years from and after the Effective Time (or, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; PROVIDED, HOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical substantially similar in effect with respect to indemnification to those set forth in Article VII, Section 1 of the Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time. Subject to all of the foregoing provisions in this Section 5.20, from and after the Effective Time, each person who as of the date of this Agreement is a director and/or officer of the Company who becomes a director and/or officer of Parent or any of its subsidiaries (including the Surviving Corporation) shall (in addition to that which they are and shall be entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Corporation), as in effect from time to time after the Effective Time.