Common use of Indemnified Persons Clause in Contracts

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time, collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and the Bylaws as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) ), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), ) set forth on Section 6.10 of the other hand, provided thatCompany Disclosure Letter or that use the same form, in all material respects, as the case form of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of filed with the date of this AgreementCompany SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses the rights thereunder of any such Indemnified Person Persons except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation Parent and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) pursuant to the articles Organizational Documents of incorporationthe Company and its Subsidiaries, bylaws and other similar organizational documents as in effect on the date hereof, and (ii) under any indemnification agreements or in effect on the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) date hereof between the Company and any of its SubsidiariesSubsidiaries or Affiliates, on the one hand, and any of their respective current or former directors directors, officers, employees or officers agents (and any person who becomes a director director, officer, employee or officer agent of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”), on arising out of or relating to actions or omissions in their capacity as such occurring up to and including the other handEffective Time, provided that, including in connection with the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date approval of this AgreementAgreement and the transactions contemplated hereby. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will Parent shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses of the Indemnified Parties that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and Organizational Documents of the Bylaws Subsidiaries of the Company as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect be adverse to any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, fulfill in all respects, respects the obligations of the Company under any and its Subsidiaries pursuant to all (i) indemnification agreements (A) listed in Section 3.12(xiii) of the articles of incorporation, bylaws Company Disclosure Letter between the Company and other similar organizational documents its current or former directors and officers and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreementsB) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time, collectively, Time to the extent permitted pursuant to the terms of this Agreement (provided that any such indemnification agreement entered into with any person who becomes a director or officer of the Company following the date of this Agreement in accordance with the terms hereof shall be in substantially the same form as the indemnification agreements listed in Section 3.12(xiii) of the Company Disclosure Letter) (the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause ) and (ii)) the indemnification, only to expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the extent such indemnification agreement or other Contract is Company in effect as of on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, incorporation and bylaws (and other similar organizational documents documents) of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth contained in the Charter certificates of incorporation and bylaws (or other similar organizational documents) of the Bylaws Company as of the date of this Agreement. During , and during such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may shall not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses the rights thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation During the period commencing at the Effective Time and its Subsidiaries will ending on the sixth (and 6th) anniversary of the Effective Time (except to the extent that the indemnification agreement provides for an earlier termination), Parent will shall cause the Surviving Corporation and its Subsidiaries to) to honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or in effect prior to the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) date hereof between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors directors, members, managers or officers (and any person who becomes a director director, member, manager or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”), on the other hand, ; provided that, in the case of foregoing clause (ii), only to the extent that such indemnification agreement or other Contract is in effect as of the date of this Agreementshall be subject to any limitations imposed from time to time by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will shall cause the Surviving Corporation Corporation’s and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents of the Surviving Corporation Subsidiaries’ respective Organizational Documents to contain provisions with respect to indemnification, exculpation and the advancement of expenses of the Indemnified Persons that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and Organizational Documents of the Bylaws Company, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation the rights or advancement of expenses protections thereunder of any such Indemnified Person in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Group pursuant to (i) the articles indemnification, exculpation and advancement of incorporationexpenses provisions set forth in the Charter, bylaws the Bylaws and the other similar organizational documents of the Subsidiaries of the Company, as applicable, and (ii) any indemnification agreements or the indemnification provisions between a member of any other Contract containing indemnification provisions (including employment agreements) between the Company Group and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of a member of the Company or any of its Subsidiaries Group prior to the Effective Time, ) (collectively, the “Indemnified Persons”), on the other hand, provided that) or employees, in the case of foregoing clause (ii)each case, only for any acts or omissions by such Indemnified Persons or employees occurring prior to the extent such indemnification agreement or other Contract is in effect as of the date of this AgreementEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreementhereof. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) ), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), ) set forth on Section 6.10 of the other hand, provided that, Company Disclosure Letter or that use the same form in all material respects as the case form of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of filed with the date of this AgreementSEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses the rights thereunder of any such Indemnified Person individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respectsrespects to the extent permitted under applicable Law, the obligations of the Company and its the Company Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) that have been provided to Parent between the Company and any of its the Company Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer employee of the Company or any of its the Company Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement Date. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) ), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), ) in effect on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreementhereof. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses the rights thereunder of any such Indemnified Person Persons except as required by applicable Law. 72.

Indemnified Persons. The From and after the Effective Time through the six-year anniversary of the date on which the Effective Time occurs, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles any and all provisions of any certificate of incorporation, bylaws and or other similar organizational documents of the Company or its Subsidiaries and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, Subsidiaries and any of their respective current or former directors or officers (and any person Person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only ) for any acts or omissions by such Indemnified Persons occurring prior to the extent such indemnification agreement or other Contract is in effect as of the date of this AgreementEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement that have been made available to Parent prior to the date hereof. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72law.

Indemnified Persons. The Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of on the date of this AgreementAgreement and made available to Parent (“Existing Indemnification Agreements”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable for periods prior to the Effective Time as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, Bye-Laws and Organizational Documents of the Bylaws Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its the Company Subsidiaries pursuant to (i) the articles indemnification, exculpation and advancement of incorporationexpenses provisions set forth in the Charter, bylaws the Bylaws and the other similar organizational documents of the Company Subsidiaries, and (ii) any indemnification agreements or in effect as of the indemnification provisions date of any other Contract containing indemnification provisions (including employment agreementsthis Agreement as set forth in Section 3.9(a)(ix) of the Company Disclosure Letter between the Company and any of its the Company Subsidiaries, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its the Company Subsidiaries prior to the Effective Time), on the other hand (collectively, and whether or not they are parties to any such indemnification agreements, the “Indemnified Persons”)) with respect to any Legal Proceeding in which such Indemnified Person may be involved or with which he or she may be threatened (an “Indemnified Person Proceeding”) (A) by reason of such Indemnified Person’s being or having been such director or officer or an employee or agent of any Acquired Entity or otherwise in connection with any action taken or not taken at the request of any Acquired Entity or (B) arising out of such Indemnified Person’s service in connection with any other corporation or organization for which he or she serves or has served as director, on officer, employee, agent, trustee or fiduciary at the other hand, provided that, in the case request of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreementany Acquired Entity. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Company Subsidiaries, as of applicable, as in effect on the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for advancement or indemnification pursuant to Section 6.9(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will shall (and Parent will and Proton Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or (to the indemnification provisions extent made available to Parent prior to the date hereof) in effect as of any other Contract containing indemnification provisions (including employment agreements) the date hereof between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will and Proton Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and Organizational Documents of the Bylaws Subsidiaries of the Company, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Each of the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the its obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company it and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries it prior to the Effective Time, ) (collectively, the “Indemnified Persons”), ) set forth on Section 6.8 of the other hand, provided that, Company Disclosure Letter or that use the same form in all material respects as the case form of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of filed with the date of this AgreementSEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, each of the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles its certificate of incorporation, bylaws and other similar organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and Charter, the Bylaws or the other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b6.8(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect adverse to any right to indemnification, exculpation or advancement of expenses thereunder of any such applicable Indemnified Person Persons except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, will (and Parent will cause the Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Subsidiaries, as the case may be, pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreementpermitted by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, will (and Parent will cause the Surviving Corporation and its Subsidiaries Subsidiaries, as the case may be, to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries, as the case may be, to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-six (6) year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right adverse to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person the beneficiaries thereof except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Acquired Companies pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current each present and former director, officer or former directors or officers (and any person who becomes a director or officer employee of the Company or any of its Subsidiaries and any other Person that is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company or its Subsidiaries, together with such person’s heirs, executors or administrators (and any person who has such role prior to the Effective Time, ) (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder the rights of any such Indemnified Person Persons thereunder except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) ), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Acquired Companies pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), which indemnifications are set forth on Section 6.10 of the other handCompany Disclosure Letter, provided thatfiled with the Company SEC Reports or that use the same form, in all material respects, as the case form of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of filed with the date of this AgreementCompany SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement and honor and fulfill, in all respects, such indemnification, exculpation and advancement of expenses provisions. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longer6.10, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses the rights thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its SubsidiariesSubsidiaries or Affiliates, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only ) with respect to any acts or omissions by such Indemnified Persons occurring prior to the extent such indemnification agreement or other Contract is in effect as of the date of this AgreementEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will shall (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and Organizational Documents of the Bylaws Subsidiaries of the Company, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) ), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Acquired Companies pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”)) either set forth on Section 6.10 of the Company Disclosure Letter, on filed with the other hand, provided thatCompany SEC Reports or that use the same form, in all material respects, as the case form of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of filed with the date of this AgreementCompany SEC Reports. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementAgreement and honor and fulfill, in all respects, such indemnification, exculpation and advancement of expenses provisions. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b)6.10, whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses the rights thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries Group pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements (that are substantially in the form disclosed in the Company SEC Reports or that have been made available to Parent prior to the indemnification provisions of any other Contract containing indemnification provisions (including employment agreementsdate hereof) between a member of the Company Group and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of a member of the Company or any of its Subsidiaries Group prior to the Effective Time, ) (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only ) or employees for any acts or omissions by such Indemnified Persons or employees occurring prior to the extent such indemnification agreement or other Contract is in effect as of the date of this AgreementEffective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws bylaws, and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreementhereof. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b7.7(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any adverse manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72law.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or set forth in the indemnification provisions Charter and the Bylaws as in effect on the date of any other Contract containing indemnification provisions (including employment agreements) between the Company and this Agreement with respect to any of its Subsidiaries, on the one hand, and any of their respective Company’s current or former directors or and officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time, collectively, the 31 “Indemnified Persons”), on . (For avoidance of doubt: (i) the other hand, provided thatParent will honor and fulfill, in all respects, the case obligations of foregoing clause (ii), only the Parent pursuant to any indemnification agreements set forth in the extent such indemnification agreement or other Contract is Charter and the Bylaws as in effect as of on the date of this Agreement. Agreement with respect to any of the Parent’s current or former directors and officers for any acts taken in their respective capacities as directors or officers of Parent; and, (ii) no director or officer of Parent, upon such person’s resignation, removal or other termination from such directorship or office, shall be held liable for any acts taken by Parent, its directors or officers after such person’s resignation, removal or other termination from such directorship or office.) In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable to the Indemnified Persons as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and the Bylaws as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Subject to Section 6.10(d), the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor and fulfill, in all respectsrespects to the extent permitted under applicable Law, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors directors, officers or officers employees (and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The From and after the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions Table of any other Contract containing indemnification provisions (including employment agreements) Contents between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (each, together with such Person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”) (whether or not a party to an indemnification agreement), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is in effect as of on the date of this AgreementAgreement and made available to Parent (“Existing Indemnification Agreements”). In addition, during the period commencing at from and after the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries will (and Parent will cause the Surviving Corporation Company and its Subsidiaries to) cause the articles of incorporation, bylaws and other similar organizational documents Organizational Documents of the Surviving Corporation Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable for periods prior to the Effective Time as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, Bylaws and Organizational Documents of the Bylaws Subsidiaries of the Company, as applicable, as of the date of this Agreement. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b), whichever is longerperiod, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses thereunder of any such Indemnified Person except as required by applicable Law. 72.

Indemnified Persons. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) ), for a period of six years after the Effective Time, honor and fulfill, in all respects, the obligations of the Company and its Subsidiaries pursuant to (i) the articles of incorporation, bylaws and other similar organizational documents and (ii) any indemnification agreements or the indemnification provisions of any other Contract containing indemnification provisions (including employment agreements) between the Company and any of its Subsidiaries, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time), on the other hand (collectively, the “Indemnified Persons”), on the other hand, provided that, in the case of foregoing clause (ii), only to the extent such indemnification agreement or other Contract is ) in effect as of the date of this Agreementon February 4, 2024. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) cause the articles certificates of incorporation, bylaws and other similar organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter Charter, the Bylaws and the Bylaws other similar organizational documents of the Subsidiaries of the Company, as applicable, as of the date of this AgreementFebruary 4, 2024. During such six-year period or such period in which an Indemnified Person is asserting a claim for indemnification pursuant to Section 6.9(b6.10(b), whichever is longer, such provisions may not be repealed, amended or otherwise modified in any manner that would adversely affect any right to indemnification, exculpation or advancement of expenses the rights thereunder of any such Indemnified Person Persons except as required by applicable Law. 72.