Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) The Parties agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any of the SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entities, in each case as in effect immediately prior to the Closing Date.

Indemnification of Officers and Directors. (a) The Parties agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any of the SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of For six (6) years after the Closing Date; providedEffective Time, however, that all rights to indemnification the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions acts or omissions occurring at or prior to the Closing DateEffective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, unless however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such modification is required premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by applicable Laws. From the Company prior to the Effective Time, which policies provide such directors and after officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Closing DateEffective Time, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) including in respect of acts or omissions occurring the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWCEffective Time, the SWWC Subsidiaries Surviving Company or Merger LLC shall (and Parent shall cause the Contributed Corix EntitiesSurviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, in each case as in effect immediately prior and continue to honor the Closing Dateobligations thereunder.

Indemnification of Officers and Directors. (a) The Parties agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any of the SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for For a period of six (6) years after from the Closing Date; providedEffective Time, however, Parent agrees that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions exculpation from liabilities for acts or omissions occurring at or prior to the Closing DateEffective Time (whether asserted or claimed prior to, unless such modification is required by applicable Laws. From and at or after the Closing Date, IIF Subway Effective Time) now existing in favor of the current or former directors or officers of the Acquired Corporations and Corix also agree, to cause CIUS to indemnify any director or officer of the Acquired Corporations who commences serving in such capacity following the date hereof and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to Effective Time in accordance with the extent terms hereof under (i) provided any indemnification or other similar agreements of the Acquired Corporations listed in Section 6.5(a) of the Company Disclosure Schedule between the Company or any written of its Subsidiaries and any of their current or former directors and officers or any indemnification agreements or similar agreement between the Company or any of its Subsidiaries with any director or officer of the Acquired Corporations who commences serving in such individuals in effect as of capacity following the date hereof or and prior to the Effective Time in accordance with the terms hereof; provided, however, that any such agreement entered into with any such Indemnified Person shall be in substantially the same form as the indemnification agreements listed in Section 6.5(a) of the Company Disclosure Schedule, and (ii) required by the Organizational Documents indemnification, expense advancement and exculpation provisions in any certificate of SWMAC, SWWC, incorporation or bylaws or comparable organizational document of the SWWC Subsidiaries Company or the Contributed Corix Entitiesany of its Subsidiaries, in each case as in effect immediately on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause each of the Acquired Corporations to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Closing DateEffective Time, a director or officer of the Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements In the event of any such claim, action, suit or proceeding, (A) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation, as in effect on the date of this Agreement; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification; and (B) the Surviving Corporation shall reasonably cooperate in the defense of any such matter. Notwithstanding anything to the contrary set forth in this Section 6.5(a) or elsewhere in this Agreement, if an Indemnified Person is prohibited in a written Contract with any Acquired Corporation from effecting a settlement without the prior consent of such Acquired Corporation, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Indemnification of Officers and Directors. (a) The Parties agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any of the SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of For six (6) years after the Closing Date; providedEffective Time, however, that all rights to indemnification the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions acts or omissions occurring at or prior to the Closing DateEffective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, unless however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 200% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such modification is required premiums for such insurance would at any time exceed 200% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by applicable Laws. From the Company prior to the Effective Time, which policies provide such directors and after officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Closing DateEffective Time, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) including in respect of acts or omissions occurring the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 200% of the Current Premium. If such prepaid policies have been obtained prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWCEffective Time, the SWWC Subsidiaries Surviving Company or Merger LLC shall (and Parent shall cause the Contributed Corix EntitiesSurviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, in each case as in effect immediately prior and continue to honor the Closing Dateobligations thereunder.

Indemnification of Officers and Directors. (a) The Parties agree that Parent shall cause all rights to indemnification, exculpation or advancement of expenses now and exculpation from liabilities by the Company or its Subsidiaries existing in favor of, and all limitations on the personal liability of each present and those Persons who are current or former director, officer, employee, directors or agent of SWMAC, SWWC or any officers of the SWWC SubsidiariesCompany or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or any agents of the Contributed Corix Entities Company or its Subsidiaries occurring prior to the Effective Time, as provided for in their respective Organizational Documents the Company’s certificate of incorporation or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC bylaws (as in effect as of the date hereof, shall continue to be honored of this Agreement) and in full force and effect for a period of six (6) years after the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals between the Company and said Indemnified Persons (as in effect as of the date hereof or (iiof this Agreement) required identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Organizational Documents Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entities, in each case as in effect immediately prior to six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(a).

Indemnification of Officers and Directors. (a) The Parties agree that Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Company and its Subsidiaries to), honor and fulfill in all rights to indemnification, exculpation or advancement respects the obligations of expenses now existing in favor of, the Company and its Subsidiaries under any and all limitations on indemnification agreements between the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC Company or any of its Subsidiaries and any of their respective current or former directors and officers identified in Part 2.10(a)(v) of the SWWC Subsidiaries, Company Disclosure Schedule and any person who 56. becomes a director or officer of the Company or any of its Subsidiaries after the Contributed Corix Entities provided for date hereof and prior to the First Effective Time (but in their respective Organizational Documents the case of any person who becomes a director or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as officer of the date hereof, shall continue to be honored and in full force and effect for a period Company or any of six (6) years its Subsidiaries after the Closing Date; provideddate hereof and prior to the First Effective Time, however, solely to the extent that all rights to indemnification in respect the terms and conditions of any claims asserted or made within such indemnification agreements are no more favorable, in the aggregate, to the indemnification agreements to which similarly situated directors and officers set forth in Part 2.10(a)(v) of the Company Disclosure Schedule are a party) (each, an “Indemnified Person” and collectively, the “Indemnified Persons”). In addition, during the period commencing at the First Effective Time and ending on the sixth anniversary of the First Effective Time, the Surviving Corporation and its Subsidiaries shall continue until (and Parent shall cause the disposition Surviving Corporation and its Subsidiaries to) cause the certificate of such claim. The CIUS Shareholders Agreement will incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses expenses, covering acts and omissions of directors and officers (and any other employees or agents who otherwise would be entitled to similar benefits thereunder pursuant to the terms thereof in effect on the date hereof), in each case in their respective capacities as such, occurring at or prior to the First Effective Time, that are at least as favorable as those currently the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents certificate of SWMACincorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) six-year period following the Closing Dateperiod, IIF Subway and Corix such provisions shall not and shall cause CIUS not to amendbe repealed, repeal amended or otherwise modify such provisions modified in any manner that would materially and adversely affect the affects their rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (except as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entities, in each case as in effect immediately prior to the Closing DateLegal Requirements.

Indemnification of Officers and Directors. (a) The Parties agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor ofSurviving Company and Surviving Corporation shall, and Parent shall cause the Surviving Company and Surviving Corporation to, honor and fulfill in all limitations on respects the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any obligations of the SWWC Subsidiaries, Company to Persons who on or any prior to the Effective Time are or were directors and/or officers of the Contributed Corix Entities provided for in their respective Organizational Documents Company and the other Acquired Companies (collectively, the “Company D&O Indemnified Parties”) pursuant to any indemnification provisions under the Company Charter or policies adopted by Company Bylaws or similar governing documents of the respective Boards of Directors of Corixother Acquired Companies (collectively, CIUS or SWWC the “Governing Documents”) as in effect as of the date hereofof this Agreement and pursuant to any indemnification agreements between the Company and the other Acquired Companies and any such Company D&O Indemnified Party existing as of the date of this Agreement, in each case which have been disclosed on the Company Disclosure Schedule and true and complete copies of which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however that (i) the foregoing obligations shall continue be subject to be honored any limitation |US-DOCS\123754940.16|| imposed by Applicable Law, and (ii) no Company D&O Indemnified Party shall have any right of contribution, indemnification or right of advancement from Parent, the Surviving Corporation or their respective successors with respect to any Damages claimed by any of the Parent Indemnitees against such Company D&O Indemnified Party in full force his or her capacity as a Securityholder or Indemnitor pursuant to this Agreement. Parent shall cause the Surviving Company, Surviving Corporation and effect each of their respective Subsidiaries for a period of not less than six years from the Effective Time (6i) years after to maintain provisions in its Governing Documents concerning the Closing Date; provided, however, that all rights indemnification and exoneration (including provisions relating to indemnification in respect expense advancement) of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses Company D&O Indemnified Parties that are at least as no less favorable as to those currently in Persons than the Organizational provisions of the Governing Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entitiesfor each Acquired Company, as applicable, andin each case, during such six as of the date of this Agreement, and (6ii) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner respect that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entitiesthose Persons thereunder, in each case case, except as in effect immediately prior to the Closing Daterequired by Applicable Law.

Indemnification of Officers and Directors. (a) The Parties agree For a period of six years from the Effective Time, Parent agrees that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any of the SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions liabilities for acts or omissions occurring at or prior to the Closing DateEffective Time (whether asserted or claimed prior to, unless such modification is required by applicable Laws. From and at or after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicableEffective Time) now existing in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as favor of the date hereof current or (iiformer directors or officers of each of the Acquired Companies under the certificate of incorporation and bylaws or other applicable governing documents and any indemnification or other similar agreements of such Acquired Company set forth on Section 6.5(a) required by of the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix EntitiesCompany Disclosure Schedule, in each case as in effect immediately on the date of this Agreement, shall continue in full force and effect in accordance with their terms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Closing DateEffective Time, a director or officer of any Acquired Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of any Acquired Company or is or was serving at the request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from Parent, the Surviving Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiaries set forth on Section 6.5(a) of the Company Disclosure Schedule, as applicable, as in effect on the date of this Agreement; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable; to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification and (y) Parent, the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) The Parties agree From and after the Effective Time, Parent agrees that all rights it shall cause the Surviving Corporation to indemnification, exculpation or advancement of expenses now existing in favor of, indemnify and all limitations on the personal liability of hold harmless each present and former directordirector and officer of the Acquired Companies against any costs or expenses (including reasonable attorneys’ fees), officerjudgments, employeefines, losses, claims, damages or agent liabilities incurred in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of SWMACor pertaining to matters existing or occurring at or prior to the Effective Time, SWWC whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Company and its Subsidiaries in effect on the date of this Agreement to indemnify such person. Parent also agrees that it shall cause the Surviving Corporation to promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies to the fullest extent permitted under or required by Applicable Law and the respective certificates of incorporation, bylaws, Indemnification Agreements or equivalent or other organizational and governing documents (collectively, “Governing Documents”) of the Company and its Subsidiaries in effect on the date of this Agreement upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under Applicable Law or any of such applicable Governing Document. Without limiting the SWWC Subsidiariesforegoing, or any of Parent shall cause the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of CorixSurviving Corporation (i) to maintain, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of not less than six (6) years after from the Closing Date; providedEffective Time, however, that all rights provisions in the Acquired Companies’ respective Governing Documents concerning the indemnification and exoneration (including provisions relating to indemnification in respect expense advancement) of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability Acquired Companies’ former and advancement of expenses current officers and directors that are at least as no less favorable as to those currently in Persons than the Organizational provisions of Applicable Law and the Governing Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix EntitiesAcquired Companies, as applicable, andin each case, during such six as of the date of this Agreement and (6ii) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner respect that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entitiesthose Persons thereunder, in each case case, except as in effect immediately prior to the Closing Daterequired by Applicable Law.

Indemnification of Officers and Directors. (a) The Parties agree that Parent shall cause all rights to indemnification, exculpation or advancement of expenses now and exculpation from liabilities by the Company or its Subsidiaries existing in favor of, and all limitations on the personal liability of each present and those Persons who are current or former director, officer, employee, directors or agent of SWMAC, SWWC or any officers of the SWWC SubsidiariesCompany or its Subsidiaries at or prior to the Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or any agents of the Contributed Corix Entities Company or its Subsidiaries occurring prior to the Effective Time, as provided for in their respective Organizational Documents the Company’s certificate of incorporation or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC bylaws (as in effect as of the date hereof, shall continue to be honored of this Agreement) and in full force and effect for a period of six (6) years after the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals between the Company and said Indemnified Persons (as in effect as of the date hereof or (iiof this Agreement) required identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Organizational Documents Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of SWMACsix years from the Closing Date, SWWCwhich provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(a). (b) From the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the SWWC Subsidiaries or Surviving Corporation shall maintain in effect, for the Contributed Corix Entities, in each case benefit of the Indemnified Persons with respect to their acts and omissions as in effect immediately directors and officers of the Company occurring prior to the Closing Date.Effective Time, the existing policy of directors’ and officers’ 57

Indemnification of Officers and Directors. (a) The Parties agree From and after the Effective Time, Parent agrees that all rights it shall cause the Surviving Corporation to indemnification, exculpation or advancement of expenses now existing in favor of, indemnify and all limitations on the personal liability of hold harmless each present and former director, officer, employee, or agent of SWMAC, SWWC or any officer and employee of the SWWC SubsidiariesAcquired Companies against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Contributed Corix Entities provided for Company and its Subsidiaries in effect on the date of this Agreement to indemnify such person. Parent also agrees to promptly advance expenses as incurred by each present and former director, officer and employee of the Acquired Companies to the fullest extent permitted under or required by Applicable Law and their respective Organizational Documents certificates of incorporation, bylaws, Indemnification Agreements or policies adopted by other organizational documents of the respective Boards of Directors of Corix, CIUS or SWWC Company and its Subsidiaries in effect as on the date of this Agreement to advance expenses incurred by such Person upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under applicable Law, organizational documents of the date hereofCompany and its Subsidiaries or Indemnification Agreement. Without limiting the foregoing, Parent shall continue cause the Surviving Corporation (i) to be honored and in full force and effect maintain for a period of not less than six (6) years after from the Closing Date; providedEffective Time provisions in the Acquired Companies’ respective certificates of incorporation, howeverbylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Acquired Companies’ former and current officers, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnificationdirectors, exculpation from liability employees, and advancement of expenses agents that are at least as no less favorable as to those currently in Persons than the Organizational Documents provisions of SWMAC, SWWC, the SWWC Subsidiaries, Corix Applicable Law and the Contributed Corix Entitiescertificates of incorporation, bylaws, Indemnification Agreements, and other organizational documents of the Acquired Companies, as applicable, andin each case, during such six as of the date of this Agreement and (6ii) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner respect that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entitiesthose Persons thereunder, in each case case, except as in effect immediately prior to the Closing Daterequired by Applicable Law.

Indemnification of Officers and Directors. (a) The Parties agree For a period of six years from the Effective Time, Parent agrees that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any of the SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions liabilities for acts or omissions occurring at or prior to the Closing DateEffective Time (whether asserted or claimed prior to, unless such modification is required by applicable Laws. From and at or after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicableEffective Time) now existing in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as favor of the date hereof current or (ii) required by the Organizational Documents former directors or officers of SWMAC, SWWC, the SWWC Subsidiaries any Acquired Corporation and any indemnification or the Contributed Corix Entitiesother similar agreements of any Acquired Corporation, in each case as in effect immediately on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Corporations to perform their obligations thereunder. Parent shall cause the certificate of incorporation, bylaws and other charter and organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation of director, officer and employee (or comparable) liability that are no less favorable to the Indemnified Persons than those set forth in any Acquired Corporations’ organizational documents as of the Effective Time, which provisions thereafter shall not, for a period of at least six years from the Effective Time, be amended, altered, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Persons, except as required by applicable Legal Requirements. Without limiting the foregoing, from and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Closing DateEffective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or its Subsidiaries, as applicable; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) The Parties agree From and after the Effective Time, Parent agrees that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, it shall indemnify and all limitations on the personal liability of hold harmless each present and former director, officer, employee, or agent of SWMAC, SWWC or any officer and employee of the SWWC SubsidiariesAcquired Companies against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Acquired Companies, as the case may be, would have been required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements or other organizational documents, in each case, in effect on the date of this Agreement to indemnify such Person. Parent also agrees to advance expenses as incurred by each present and former director, officer and employee of the Contributed Corix Entities provided for in Acquired Companies to the fullest extent required by Applicable Law and their respective Organizational Documents certificates of incorporation, bylaws, indemnification agreements or policies adopted by the respective Boards of Directors of Corixother organizational documents, CIUS or SWWC in each case, in effect as of on the date hereofof this Agreement. Without limiting the foregoing, Parent shall continue cause the Acquired Companies with respect to be honored and in full force and effect matters existing or occurring at or prior to the Effective Time: (i) to maintain for a period of not less than six (6) years after from the Closing Date; providedEffective Time provisions in their respective certificates of incorporation, howeverbylaws and other organizational documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of the Acquired Companies' former and current officers, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability directors and advancement of expenses employees that are at least as no less favorable as to those currently in Persons than the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix requirements under Applicable Law and the Contributed Corix Entitiescertificates of incorporation, bylaws, indemnification agreements, and other organizational documents of the Acquired Companies, as applicable, andin each case, during such six as of the date of this Agreement and (6ii) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner respect that would materially and adversely affect in any material respect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entitiesthose Persons thereunder, in each case case, except as in effect immediately prior to the Closing Daterequired by Applicable Law.

Indemnification of Officers and Directors. (a) The Parties agree that all All rights to indemnification, exculpation or advancement of expenses now and exculpation from liabilities by the Company or its Subsidiaries existing in favor of, and all limitations on the personal liability of each present and those Persons who are current or former director, officer, employee, directors or agent of SWMAC, SWWC or any officers of the SWWC SubsidiariesCompany or its Subsidiaries at or prior to the Effective Time (the “Company Indemnified Persons”) for their acts, or any errors and omissions as directors and officers of the Contributed Corix Entities Company or its Subsidiaries occurring on or prior to the Effective Time, including in respect of the transactions contemplated in this Agreement, as provided for in their respective Organizational Documents the Company’s certificate of incorporation or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC bylaws (as in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employeesthis Agreement), and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals between the Company and said Company Indemnified Persons (as in effect as of the date hereof or (ii) required of this Agreement), shall survive the Mergers and be observed and performed by the Organizational Documents First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary (and Parent shall cause such observance and performance by the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary) to the fullest extent permitted by applicable Law (including as it may be amended after the date of SWMACthis Agreement to increase the extent to which a corporation may provide indemnification) for a period of six years from the date on which the First Merger becomes effective. In addition, SWWCParent shall cause the certificate of incorporation, bylaws, certificate of formation and limited liability company (or comparable organizational documents), as applicable, of the SWWC First Merger Surviving Corporation and the Surviving Company and its Subsidiaries or to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of current and former directors and officers of the Contributed Corix Entities, Company and its Subsidiaries than are presently set forth in each case the certificate of incorporation and bylaws of the Company and such Subsidiaries (as in effect immediately as of the date of this Agreement), and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such Person’s prior to written consent. Parent guarantees the Closing Datefull and timely performance of the obligations of the First Merger Surviving Corporation and the Surviving Company and its Subsidiaries under this Section 5.5(a).