Common use of Officers’ and Directors’ Indemnification Clause in Contracts

Officers’ and Directors’ Indemnification. (a) From and after the Company Merger Effective Time, Parent (the “Indemnifying Party”) shall, for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent.

Officers’ and Directors’ Indemnification. (a) From HLLS, and MKSR shall, and from and after the Company Merger Effective TimeClosing, Parent (the “Indemnifying Party”) shallindemnify, for a period of six (6) years from the Company Merger Effective Time: (i) indemnify defend and hold harmless each person who is at the date hereofpresent and former directors, was previouslyofficers, or is during any employees and agents of the period from the date hereof until the Company Merger Effective TimeHLLS and its subsidiaries (each, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “an "Indemnified Parties”party") to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, costs, Claim Expenses, judgments, fines, penalties and judgments or amounts that are paid in settlement with the approval of HLLS, as the case may be (the "Indemnifying party") of, or in connection with, any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, or pertaining to, the fact that such person is or was a director or officer of HLLS or any of its subsidiaries, whether pertaining to any matter existing at or prior to the Closing and whether asserted or claimed prior to, at the time of, or after, the Closing ("Indemnified Liabilities"), including all interest, assessments and other charges paid or payable Indemnified Liabilities based in connection with whole or in respect part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the laws of Delaware as the same exists or may hereafter be amended (but, in the case of any thereofsuch amendment, only to the extent that such amendment permits broader rights than such law permitted prior to such amendment, and only to the extent such amendment is not retroactively applicable) relating to indemnify its own directors or resulting from officers, as the case may be. Without limiting the foregoing, in the event any such Claimclaim, action, suit, proceeding or investigation is brought against any Indemnified party (whether arising before or after the Closing), (i) the Indemnified party may retain counsel satisfactory to it and HLLS, and HLLS and MKSR shall pay all fees and expenses of such counsel for the Indemnified party promptly as statements therefor are received and otherwise advanced to such Indemnified party upon request for reimbursement of documented expenses incurred, in either case to the fullest extent and in the manner permitted by the corporation law of Delaware; and (ii) promptly pay on behalf the HLLS or MKSR will use all reasonable efforts to assist in the vigorous defense of any such matter, provided that neither HLLS nor MKSR shall be liable for any settlement effected without its prior written consent. Any Indemnified party wishing to claim indemnification under this Section upon learning of any such claim, action, suit, proceeding or advance investigation, shall notify HLLS or MKSR (but the failure so to each notify shall not relieve such Indemnifying party from any liability which it may have under this Section except to the extent such failure materially prejudices such Indemnifying party), and shall to the extent required by the laws of the state of Delaware deliver to HLLS or MKSR any undertaking contemplated by Delaware law. HLLS and MKSR agree that all rights to indemnification, including provisions relating to advances or expenses incurred in defense of any action or suit, existing in favor of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness parties with respect to or otherwise participating with respect to any Claim matters occurring through the Closing, shall survive the Closing and shall continue in advance full force and effect for a period of not less than six years from the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnifiedClosing; provided, however, that ifall rights to indemnification in respect of any Indemnified Liabilities asserted or made within such period shall continue until the disposition of such Indemnified Liabilities. This Section is intended for the irrevocable benefit of, at any time prior and to grant third party rights to, the sixth (6th) anniversary Indemnified parties and shall be binding on all successors and assigns of HLLS, and MKSR. Each of the Company Merger Effective Time, any Indemnified Party delivers parties shall be entitled to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then enforce the provisions for indemnification covenants contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consentSection.

Officers’ and Directors’ Indemnification. (a) From and after In the Company Merger event of any claim, action, suit, proceeding or investigation (a “D&O Claim”), whether civil, criminal, administrative or investigative, in which any Person who was immediately prior to the Effective Time, Parent (the “Indemnifying Party”) shall, for Time a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, director or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary officer of the Company or any of its Subsidiaries (each, a “D&O Indemnified Party”) is, or is threatened to be, made a party based in whole or in part on the fact that such Indemnified Party was immediately prior to the Effective Time a director or officer of the Company or any of its Subsidiaries, or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, Parent and acting in the Surviving Corporation agree to cooperate and use their commercially reasonable efforts to defend against and respond to such capacity (collectivelyD&O Claim. From and after the Closing Date, Parent and the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted to Surviving Corporation shall indemnify and hold harmless its own such Persons under the applicable Laws of the State of Marylandharmless, as now or hereafter in effectand to the full extent permitted by applicable Law, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and each D&O Indemnified Party against any losses, claims, damages, liabilities, costs, Claim Expensesexpenses (including reasonable attorneys’ fees and expenses), judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or any such D&O Claim, and in respect the event of any thereofsuch D&O Claim, (A) relating to or resulting Parent and the Surviving Corporation from such Claim; and (ii) after the Closing Date, shall promptly pay on behalf of or advance to expenses incurred by each of Indemnified Party as the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses same are incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of any such Claim, including payment on behalf of or advancement D&O Claim and (B) Parent and the Surviving Corporation will use their respective commercially reasonable efforts to assist in the Indemnified Party vigorous defense of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnifiedD&O Claim; provided, however, that if, at any time prior to neither Parent nor the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party Surviving Corporation shall be liable for any amounts paid in any settlement effected without its prior express written consent; and provided further that Parent and the Surviving Corporation shall have no obligation hereunder to any D&O Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such D&O Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. Any D&O Indemnified Party wishing to claim indemnification under this Section 6.10, upon learning of any D&O Claim, shall notify Parent and the Surviving Corporation thereof; provided that the failure to so notify shall not affect the obligations of Parent and the Surviving Corporation except to the extent such failure to notify materially prejudices such party.

Officers’ and Directors’ Indemnification. (a) From and after the Company Merger Effective Time, Parent (the “Indemnifying Party”) shall, for For a period of six (6) years from after the Effective Time (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six year anniversary of the Effective Time), unless otherwise required by applicable Law, Buyer shall not, and shall cause the Company Merger Effective Time: and each of its Subsidiaries not to, amend, repeal or modify any provision in the Company’s or its Subsidiaries’ respective certificate of incorporation or formation, bylaws or limited liability company agreement (ior equivalent organizational documents) indemnify relating to indemnification, exculpation or advancement of expenses of present and hold harmless each person who is at the date hereofformer directors, was previouslymanagers, officers or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary employees of the Company or any of the Company its Subsidiaries and acting in such capacity or their respective predecessors (collectively, the “D&O Indemnified Parties”) in any manner that would result in such provisions being less favorable to the D&O Indemnified Parties as in effect on the date hereof. Further, from and after the Closing, Buyer and the Surviving Company shall indemnify, and advance expenses to, each D&O Indemnified Party, in and to the extent of their capacities as such (including service as an officer, director, employee or other fiduciary of the Company or its Subsidiaries or of any other Person if such service was at the request or for the benefit of the Company or its Subsidiaries), in respect of actions, omissions or events through and including the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under by Law. Without limiting the applicable Laws generality of the State of Marylandpreceding sentence, as now if any D&O Indemnified Party becomes involved in any actual or hereafter in effectthreatened action, in connection with any Claim with respect to matters occurring on suit, claim, Proceeding or before investigation covered by this Section 6.4(a) after the Effective Time, Buyer and the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Partiesshall, to the fullest extent that a Maryland corporation is permitted by Law, promptly advance to indemnify such D&O Indemnified Party his or her legal or other expenses prior to the final disposition thereof (including the cost of any investigation and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses preparation incurred in defending, serving as a witness with respect connection therewith). The Parties agree that the foregoing rights to or otherwise participating indemnification and advancement shall also apply with respect to any Claim action to enforce this provision and that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in advance favor of the final disposition D&O Indemnified Parties as provided in the respective limited liability company agreement, certificate of such Claim, including payment on behalf incorporation or bylaws (or comparable organizational documents) of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws Company or any of its Subsidiaries, or in any indemnification agreement in existence on the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provideddate of this Agreement, however, that if, at any time prior to shall survive the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required Closing and shall continue in full force and effect in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consentterms thereof.

Officers’ and Directors’ Indemnification. (a) From The Company, the Stockholders and after Buyer agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability of, the directors, officers, employees of the Company Merger Effective Timeand its Subsidiaries ("Indemnified Persons") provided for in its Charter and by-laws and the organizational documents of its Subsidiaries, Parent (as applicable, as in effect as of the “Indemnifying Party”) shalldate hereof with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall continue in full force and effect for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnifiedClosing; provided, however, that ifall rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. Following the Closing, at Buyer shall not, and shall not permit the Company or any time prior Subsidiary to, amend or modify its Charter or by-laws or other organizational documents, as applicable, except as required by applicable law, if the effect of such amendment or modification would be to lessen or otherwise adversely affect the indemnification rights of such Indemnified Persons as provided therein, and Buyer shall cause the Company or any Subsidiary to advance expenses to each such Indemnified Person in connection with any proceeding involving such Indemnified Person to the sixth (6th) anniversary fullest extent so permitted upon receipt of any undertaking required by law or in the Charter or by-laws of the Company Merger Effective Timeor the organizational documents of such Subsidiary, as applicable. In the event that the Company or any Indemnified Party delivers Subsidiary transfers all or substantially all of its properties and assets to Parent a written notice asserting any Person, then and in each such case, proper provision shall be made so that indemnification is required in accordance with the transferee of such properties or assets shall assume the obligations of the Company or such Subsidiary, as applicable, under this Section 7.5 5.10. Prior to the Closing, the Company shall purchase an extended reporting period endorsement under the Company's existing directors' and officers' liability insurance coverage for the Company's and its Subsidiaries' directors and officers in a form acceptable to the Company which shall provide such directors and officers with respect coverage for six (6) years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured Persons than the directors' and officers' liability insurance coverage presently maintained by the Company. This Section 5.10 is intended to a Claimbenefit each of the Indemnified Persons and their respective heirs and personal representatives, then each whom shall be entitled to enforce the provisions for indemnification contained hereof. Nothing in this Section 7.5 with respect 5.10 shall be deemed to such Claim shall survive the sixth extend to Stockholders (6th) anniversary other than trustees, officers or directors of Stockholders that are officers or directors of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settleCompany) any rights of directors, compromise officers or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable employees provided for any amounts paid in any settlement effected without its prior express written consentherein.

Officers’ and Directors’ Indemnification. The Offeror and the Parent agree that the Offeror and the Parent will (a) From and after cause the Company Merger Effective Time, Parent (the “Indemnifying Party”) shall, to purchase "runoff" directors' and officers' insurance for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who provided that it is available at the date hereof, was previously, or is during any a cost not in excess of the period from aggregate of the annual premiums referred to in subparagraph 5.8(b) below, or, if it is not available at such cost, (b) will cause the Offeror and the Parent to maintain the Company's current directors' and officers' insurance policy or an equivalent policy so long as the annual premium therefor is not in excess of 150% of the last annual premium paid prior to the date hereof until ("CURRENT PREMIUM"), in each case such insurance to be subject to terms and conditions no less advantageous to the directors and officers of the Company Merger than those contained in the policy in effect on the date hereof ("EQUIVALENT INSURANCE"), and in each case such insurance to cover all current and former directors and officers of the Company for claims made prior to or within six years after the Effective TimeDate. Further, serving as the Offeror and the Parent agree that after the expiration of that six year period, the Offeror and the Parent will use all commercially reasonable efforts to cause such directors and officers to be covered under the Offeror's then existing directors' and officers' insurance policy, provided such coverage can be obtained for a managerpremium not in excess of 150% of the Current Premium. The Offeror and the Parent shall cause the Company (or its successor) to maintain, director, officer, trustee or fiduciary and not amend in a manner adverse to the directors and/or officers of the Company or its Subsidiaries, any indemnities currently provided to the directors and officers of the Company and its Subsidiaries and acting in such capacity (collectivelyunder their respective charter, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the by-laws, applicable Laws and contracts of indemnity. The provisions of this paragraph are (i) for the State of Marylandbenefit of, as now and shall be enforceable by, each indemnified party, his or hereafter in effecther heirs, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any lossesexecutors, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments administrators and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; legal representatives and (ii) promptly pay on behalf of or advance to each of the Indemnified Partiesin addition to, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter not in effectsubstitution for, any Claim Expenses incurred in defending, serving as a witness with respect other rights to indemnification or otherwise participating with respect to contribution that any Claim in advance of the final disposition of such Claim, including payment on behalf of Person may have by contract or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consentotherwise.

Officers’ and Directors’ Indemnification. (a) From The Company, the Stockholders and after Harbor agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability of, the directors, officers and employees of the Company Merger Effective Time, Parent and the Company Subsidiary (the “Indemnifying PartyIndemnified Persons”) shallprovided for in the Company Charter and the Company Bylaws and the organizational documents of the Company Subsidiary, as applicable, as in effect as of the date of this Agreement with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall continue in full force and effect for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereofClosing; provided, was previouslyhowever, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) that all rights to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or indemnification in respect of any thereofclaims (each a “Claim”) relating to asserted or resulting from made within such period shall continue until the disposition of such Claim, provided that this Section 5.3 shall not limit Harbor’s rights to modify such rights as long as they provide substantially equivalent or greater protection from Claims as is now set forth in the Company Charter and Company Bylaws and the organizational documents of the Company Subsidiary, as applicable; provided further, that this Section 5.3 shall not limit Harbor’s right to merge the Company or the Company Subsidiary into another entity that contains substantially similar protection from Claims as is set forth in the Company Charter and Company Bylaws. Following the Closing, Harbor shall not, and shall not permit the Company or the Company Subsidiary to, amend or modify the Company Charter or the Company Bylaws or other organizational documents, as applicable, except as required by applicable law, if the effect of such amendment or modification would be to lessen or otherwise adversely affect the indemnification rights of such Indemnified Persons as provided therein in any material respect. Prior to the Closing, the Company, in its sole discretion, may elect to purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers in a form acceptable to the Company which shall provide such directors and officers with coverage for six (ii6) promptly pay years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; provided that the cost of any such insurance coverage shall be fully accrued as a liability on behalf of or advance the Post-Closing Audited Balance Sheet. This Section 5.3 is intended to benefit each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws each of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not whom shall be entitled to be indemnified; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then enforce the provisions for indemnification contained hereof. For the avoidance of doubt, (a) nothing in this Section 7.5 with respect to such Claim 5.3 shall survive limit or restrict the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry rights of any judgment inHarbor Indemnified Party (as defined in Section 7.2(a)) to seek or obtain indemnification from any Stockholder pursuant to Section 7 hereof, and (b) no Stockholder shall be entitled to rely on the provisions of, or seek termination with respect toindemnification under, the Company Charter or Company Bylaws for any actual or threatened Claim in respect of which indemnification may be sought claim by an a Harbor Indemnified Party hereunder unless against such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consentStockholder.

Officers’ and Directors’ Indemnification. (a) From and after In the event any threatened or actual Claim against a director, officer, fiduciary or agent of the Company Merger Effective Time, Parent or its Subsidiaries (the “Indemnifying PartyD&O Indemnified Parties”) shallis, or is threatened to be, made against a D&O Indemnified Party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, fiduciary or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Closing, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that, for a period of six (6) years from following the Closing, Purchaser and, after the Closing, the Company Merger Effective Time: (i) and its Subsidiaries, shall indemnify and hold harmless each person who is at harmless, as and to the full extent permitted by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “each D&O Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and Party against any losses, claims, damages, liabilities, costs, Claim Expensesexpenses (including reasonable attorneys’ fees and expenses), judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or any such Claim, and in respect the event of any thereofsuch Claim (whether asserted or arising before or after the Closing), (A) relating to or resulting from such Claim; Purchaser and, after the Closing, the Company and (ii) its Subsidiaries, shall promptly pay on behalf of or advance to expenses incurred by each of D&O Indemnified Party as the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses same are incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of any Claim to such D&O Indemnified Party to the extent required by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, (B) the D&O Indemnified Parties may retain counsel satisfactory to them, and Purchaser and, after the Closing, the Company and its Subsidiaries, shall pay all fees and expenses of such counsel for the D&O Indemnified Parties within fifteen (15) days after statements therefor are received, and (C) Purchaser and, after the Closing, the Company and its Subsidiaries, will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; 53 provided, however, that Purchaser and, after the Closing, the Company and its Subsidiaries, shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). Any D&O Indemnified Party wishing to claim indemnification under this Section 5.7, upon learning of any such Claim, including payment on behalf of or advancement to shall notify as promptly as practicable Purchaser and, after the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancementClosing, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnifiedand its Subsidiaries; provided, however, that ifthe failure to so notify shall not affect the obligations of Purchaser and, at any time prior after the Closing, the Company and its Subsidiaries, except to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers extent such failure to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to notify materially prejudices such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consentparty.

Officers’ and Directors’ Indemnification. (a) From and after At or prior to the Closing, the Company Merger shall purchase and pay in full all premiums relating to an extended reporting period endorsement (“run-off” policy) under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for six (6) years following the Effective Time, Parent Time (including with respect to acts or omissions occurring in connection with this Agreement and the “Indemnifying Party”) shall, for consummation of the transactions contemplated hereby). The cost of such policy shall be a Company Transaction Expense. For a period of six (6) years from after the Effective Time (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six (6) year anniversary of the Effective Time), unless otherwise required by applicable Law, Buyer shall not, and shall cause the Company Merger Effective Time: and each Subsidiary not to, amend, repeal or modify any provision in the Company’s or its Subsidiaries’ respective certificate of incorporation or formation, bylaws or limited liability company agreement (ior equivalent organizational documents) indemnify relating to indemnification, exculpation or advancement of expenses of present and hold harmless each person who is at the date hereofformer directors, was previouslymanagers, officers or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary employees of the Company or any of the Company its Subsidiaries and acting in such capacity or their respective predecessors (collectively, the “D&O Indemnified Parties”) ), in and to the fullest extent that a Maryland corporation is permitted to indemnify of their capacities as such and hold harmless its own such Persons under the applicable Laws of the State of Maryland, not as now or hereafter in effectequityholders, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid manner that would result in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, provisions being less favorable to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under D&O Indemnified Parties as in effect on the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnifieddate hereof; provided, however, that ifany claims arising out of Fraud in connection with this Agreement or the transactions contemplated hereby shall not be subject to such rights regarding indemnification, at any time prior exculpation or advancement of expenses, and the Buyer shall be entitled to cause the sixth (6th) anniversary Company to amend the organizational documents of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consentSubsidiaries accordingly.

Officers’ and Directors’ Indemnification. (a) From Parent and after MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director and officer of the Company Merger Effective Time, Parent (the “Indemnifying Party”) shall, and its Subsidiaries provided for a period in their respective charters or bylaws as of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries shall continue in full force and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnifiedeffect indefinitely; provided, however, that ifany such provision may be amended, at any time repealed or modified as it applies to officers, directors or managers of the Company and its Subsidiaries who were not officers, directors or managers of the Company or its Subsidiaries prior to the sixth (6th) anniversary of the Company Merger Effective TimeClosing and provided, any Indemnified Party delivers further, that all rights to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless any claims (each a “Claim”) asserted or made within such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out period shall continue until the disposition of such Claim. No From and after the Effective Time, each of the Surviving Corporation and its Subsidiaries will, to the fullest extent permitted by applicable law, indemnify and hold harmless, to the extent provided in its charter and bylaws as in effect on the date of this Agreement, each of its present and former directors and officers (collectively, the “D&O Indemnified Parties”) against any claims arising from or related to such D&O Indemnified Party’s services as a director or officer of such entity or services performed by such D&O Indemnified Party shall be liable for any amounts paid at the request of such entity at or before the Effective Time. Without limiting the general indemnification rights of the D&O Indemnified Parties under this Section 8.5, from and after the Effective Time, the Surviving Corporation will, to the fullest extent permitted by applicable law, indemnify and hold harmless, to the extent provided in any settlement effected written indemnification agreement between the Company and any D&O Indemnified Party that is disclosed on Schedule 4.12 in response to Section 4.12(a)(xi), such D&O Indemnified Party against any claims arising from or related to such D&O Indemnified Party’s services as a director or officer of the Company or any Subsidiary or services performed by such D&O Indemnified Party at the request of the Company at or before the Effective Time. The obligations under this Section 8.5 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without its prior express written consentthe consent of such affected D&O Indemnified Party.

Officers’ and Directors’ Indemnification. (a) From The Company, Parent and after MergerCo agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability of, the directors, officers, employees of the Company Merger Effective Time, Parent (the “Indemnifying PartyIndemnified Persons”) shallprovided for in its Charter and by-laws as in effect as of the date hereof with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall continue in full force and effect for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnifiedClosing; provided, however, that if, at any time prior all rights to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless any claims (each a “Claim”) asserted or made within such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out period shall continue until the disposition of such Claim. No Following the Closing, Parent shall not, and shall not permit the Surviving Company to, amend or modify its Charter or by-laws or other organizational documents, as applicable, except as required by applicable law, if the effect of such amendment or modification would be to lessen or otherwise adversely affect the indemnification rights of such Indemnified Party Persons as provided therein, and Parent shall cause the Surviving Company to advance expenses to each such Indemnified Person in connection with any proceeding involving such Indemnified Person to the fullest extent so permitted upon receipt of any undertaking required by law or in the Charter or by-laws of the Company. In the event that the Company (or Surviving Company, as applicable) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be liable made so that the transferee of such properties or assets shall assume the obligations of the Company (or the Surviving Company, as applicable) under this Section 7.4. Prior to the Closing, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for any amounts paid the Company’s directors and officers in any settlement effected without its prior express written consenta form acceptable to the Company which shall provide such directors and officers with coverage for six (6) years following the Closing of the lesser of (i) $10 million of coverage or (ii) such amount of coverage that would cost the Company $70,000 in premiums for the aggregate period under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company. This Section 7.4 is intended to benefit each of the Indemnified Persons and their respective heirs and personal representatives, each whom shall be entitled to enforce the provisions hereof.