Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnified.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary consummation of the Effective TimeMerger, Parent the parties shall, and shall cause the Surviving Corporation and each of its Subsidiariesto, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person any person who is now, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective Time, an officer or director (the "Indemnified Party") of the Company against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement, with the written approval of the Surviving Corporation(which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer officer, employee or employee agent of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise enterprise, or (ii) this Agreement, or any of the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or rulingtransactions contemplated hereby, in each case whether civil, criminal, administrative, investigative to the extent that any such Claim pertains to any matter or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or fact arising, in whole existing, or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining occurring prior to any act or omission occurring or existing prior to, at or after the Effective Time and Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest full extent permitted under applicable law (the DGCL or the Company's Certificate of Incorporation, by-laws or indemnification agreements from time to time in effect, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and Parent after consummation of the Merger, the parties shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in periodically advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking provision by or on behalf of such Indemnified Person Party of an undertaking to repay such reimburse the amounts if it is ultimately determined under applicable law so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person Party is not entitled to be indemnifiedthereto.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From the Effective Time and until through the six (6) year sixth anniversary of the date on which the Effective TimeTime occurs, Parent Buyer shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend indemnify and hold harmless each Person who is nowpresent and former officer, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporationthe Company, partnershipincluding, limited liability companywithout limitation, joint venture, employee benefit plan, trust or other enterprise each Person controlling any of the foregoing Persons (the “Indemnified Persons”) "INDEMNIFIED PARTIES"), against all claims, losses, claimsliabilities, damages, costsjudgments, fines, penaltiesfees, expenses (including costs or expenses, including, without limitation, attorneys’ and other professionals’ ' fees and expensesdisbursements (collectively, "Costs"), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law)claim, action, audit, demand, suit, proceedingproceeding or investigation, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrativeadministrative or investigative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, arising out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act matters existing or omission occurring or existing prior to, at or after prior to the Effective Time (including, without limitation, this Agreement, the Offer Documents, the Transactions and actions contemplated hereby and thereby and giving effect to the consummation of such transactions and actions), whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law the Articles of Incorporation or By-Laws of the Company or indemnification agreements in effect on the date hereof, including provisions relating to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party and Parent Buyer shall, or shall cause the Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Articles of Incorporation or By-Laws of the Company in effect on the date of this Agreement. Buyer and the Company agree that all rights to indemnification and all limitations on liability existing in favor of any such Subsidiary officer, director, employee or agent as provided in the Company's Certificate of Incorporation and By-laws as in effect as of the date hereof shall survive the Merger and shall continue in full force and effect unless required to be amended under applicable law and except to make changes permitted by law that would enlarge the Indemnified Parties' right to indemnification. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and reasonably satisfactory to Buyer; PROVIDED, HOWEVER, that Buyer will not be liable for any settlement effected without its written consent. On or prior to the Effective Time, Buyer will cause the Surviving Corporation to pre-pay, at no expense to the beneficiaries, officers' and directors' liability insurance, which will be in effect for no less than six years after the Effective Time, in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; PROVIDED, HOWEVER, that in no event will Buyer be required to pay expenses incurred aggregate premiums for such insurance during such six-year period under this Section 7.03 in advance excess of nine times the annual premium paid by the Company in 1998 for such purpose; PROVIDED, FURTHER, that if the aggregate premiums of such insurance coverage exceed such amount, Buyer will be obligated to obtain a policy with the best coverage available, in the reasonable judgment of the Board of Directors of Buyer, for a cost up to but not exceeding such amount. Buyer will on the Effective Time cause the policy referred to in the preceding sentence to be in full force and effect with the premiums therefore prepaid in full, which policy shall by its terms be noncancelable. Buyer shall cause the Surviving Corporation to continue to indemnify in accordance with the Company's past practices each of the employees listed in Section 7.03 of the Company Disclosure Letter in respect of the lawsuit set forth opposite such employee's name in Section 7.03 of the Company Disclosure Letter. In the event any claim is made against present or former directors, officers or employees of the Company that is covered or potentially covered by insurance, neither the Surviving Corporation nor Buyer shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. Notwithstanding anything herein to the contrary, if any claim, action, suit proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 7.03 shall continue in effect until the final disposition of any such Proceeding to each Indemnified Person to claim, action, suit, proceeding or investigation. In the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify event that the Surviving Corporation or Buyer or any of their respective successors or assigns (but the failure so to notify i) consolidates with or merges into any other Person and shall not relieve a party from be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any obligations that it may have under this Section 6.3(a) except Person, then, and in each such case, to the extent such failure materially prejudices such party’s position with respect necessary to such claims). Parent will have effectuate the rightpurposes of this Section 7.03, upon written notice to any applicable Indemnified Person, to assume proper provision shall be made so that the defense successors and assigns of any Proceeding in respect of which indemnification is the Surviving Corporation or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything Buyer shall succeed to the contrary obligations set forth in this Section 6.3, an Indemnified Person 7.03 and none of the actions described herein shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of taken until such Indemnified Person to repay such amounts if it provision is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedmade.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time From and until the six (6) year anniversary of after the Effective Time, Parent Purchaser shall and shall cause the Surviving Corporation Company to, to the greatest extent permitted by Law, indemnify and each hold harmless (and comply with all of its Subsidiaries, other than the MLP Company’s and its Subsidiaries, ’ obligations existing as of the date hereof to indemnify, defend indemnify and hold harmless harmless, including obligations to advance funds for expenses) each Person who is nowserved or serves as a former or present director, manager or has been officer of the Company or any of its Subsidiaries and each Person who served or serves as a director, officer, manager, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any time prior of its Subsidiaries (each such Person, together with such Person’s heirs, executors or administrators, an “Indemnified Person”), against any and all costs or expenses (including attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), incurred in connection with any Proceeding or investigation with respect to the date of this Agreement matters existing or who becomes occurring at or prior to the Effective TimeTime (including this Agreement and the transactions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director, director or officer or employee of the Company or any of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of such Subsidiary its Subsidiaries as a director, officer, employee member, trustee or agent fiduciary of another corporationPerson, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time. Purchaser shall, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or Company to, use reasonable best efforts to assist in the defense of such Subsidiary to pay expenses incurred in advance of matter with the final disposition of any such Proceeding to each Indemnified Person to in the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning defense of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnified.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time and until the For six (6) year anniversary of years after the Effective Time, Parent shall, and Parent shall cause the Surviving Corporation Company and each of its Subsidiaries, other than the MLP and its Subsidiaries, any successor thereto to indemnify, defend indemnify and hold harmless each (including advancement of expenses), to the fullest extent permitted under Applicable Laws and as such Person who is now, or has been at any time prior entitled to be indemnified as of the date of this Agreement by the Company pursuant to the Company Organizational Documents or by any Company Subsidiary pursuant to the governing or organizational documents of such Company Subsidiary or any binding agreements with respect to the indemnification of an Indemnified Person, each present and former officer and director of the Company or any Company Subsidiary, and any Person who becomes an officer or director of the Company or any Company Subsidiary prior to the Effective Time, a with the consent of Parent to the extent required under Section 6.1 (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and any fees, costs and expenses (including the reasonable attorneys’ fees, expenses and disbursements of counsel of the respective Indemnified Person’s choosing) incurred or arising in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, to the extent they arise out of or relate to (i) such Indemnified Person’s service as an officer, director, officer employee, fiduciary or employee agent of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan Subsidiary at or is or was serving prior to the Effective Time, or, at the request of the Company or of such Subsidiary any Company Subsidiary, as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses fiduciary under any Company Employee Plan (including attorneys’ and other professionals’ fees and expensesany act or omission by such Indemnified Person in his or her capacity as such), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civilat or prior to the Effective Time, criminal, administrative, investigative or otherwise (ii) matters related to this Agreement and whether or not the Transactions. In the event of any such claim, action, audit, demand, suit, suit or proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such each Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or will be entitled to advancement by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time Parent and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay Company of expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect such claim, action, suit or proceeding within twenty (20) Business Days of which indemnification is receipt by Parent or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of Surviving Company from such Indemnified Person of a written request therefor; provided, that if required under Applicable Law, the Indemnified Person to whom expenses are advanced provides an undertaking to repay such amounts advances if it is ultimately determined under applicable law by a court of competent jurisdiction in a final, non-appealable judgment, that such Indemnified Person is not entitled to be indemnifiedindemnification.

Director and Officer Liability. (a) Without limiting From and after the Offer Closing Date, Purchaser and Parent shall and shall cause the Company, Surviving Corporation or any other rights that any Indemnified Person may have pursuant of their respective applicable Subsidiaries, to any employment agreement or indemnification agreementthe extent permitted by applicable Law, from the Effective Time and until the to: (i) for six (6) year anniversary of years after the Effective Timeearlier to occur of: (i) the Offer Closing and (ii) the Merger Closing, Parent shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is nowharmless, against any costs or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Timeexpenses (including attorney’s fees and expenses and disbursements), a directorjudgments, officer or employee of the Company or of such Subsidiaryfines, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law)claim, action, audit, demand, suit, proceedingproceeding or investigation, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrativeadministrative or investigative, investigative or otherwise and whether or not such claimprovide advancement of expenses to, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee all past and present directors and officers of the Company and the Company Subsidiaries (in all of their capacities) to the same extent such persons are indemnified or have the right to advancement of such Subsidiary, a fiduciary under expenses as of the Agreement Date by the Company or any Company Benefit Plan or is or was serving at the request of the Company or Subsidiaries pursuant to the Company Charter Documents, other charter and organizational documents of such Subsidiary the Company’s Subsidiaries and the indemnification agreements in existence on the date hereof and as a director, officer, employee or agent set forth in Section 5.7 of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason the Company Disclosure Letter with any directors and officers of anything done or not done the Company and any of the Company Subsidiaries subject to the Surviving Corporation’s receipt of an undertaking by such Person in any such capacity, whether pertaining to any act director or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person officer to repay such amounts legal and other fees and expenses paid in advance if it is ultimately determined under applicable law in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person director or officer is not entitled to be indemnifiedindemnified under applicable Law; and (ii) include and cause to be maintained in effect in the Company’s or the Surviving Corporation’s (or any successor’s), as the case may be, charter and bylaws for a period of six (6) years after the Offer Closing Date, the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the Company Charter Documents. If the Company or the Surviving Corporation, as the case may be, or any of their respective successors or assigns (A) shall consolidate with or merge into any other corporations or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.7.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time From and until the six (6) year anniversary of after the Effective Time, to the extent permitted by Applicable Law, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) exculpate, indemnify and each hold harmless the present and former officers, managers and directors of the Company and any of its Subsidiaries (each, an “Indemnified Person”) against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and reasonable and documented fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any actual or threatened claim, action, suit, assessment, audit, proceeding or investigation arising out of or pertaining to or by reason of the fact that an Indemnified Person is or was an officer, manager or director of the Company or any of its Subsidiaries or, while serving as an officer, manager or director of the Company or any of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries as a director, manager, officer, employee employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done non-profit entity, in each case, including such matters that exist or not done by such Person in any such capacity, whether pertaining occur prior to any act or omission occurring or existing prior to, at or after the Effective Time and Time, including the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time (each, an “Indemnified LiabilitiesProceeding”). In the event of any Indemnified Proceeding, including all (i) each Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case Person will be entitled to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay advancement of expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything Proceeding from the Surviving Corporation; provided that any person to the contrary in this Section 6.3, whom expenses are so advanced provides an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts advances if it is ultimately determined under applicable law that such Indemnified Person is not entitled to indemnification, (ii) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Indemnified Proceeding in which indemnification could be indemnifiedsought by such Indemnified Person hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such Indemnified Proceeding or such Indemnified Person otherwise consents thereto in writing and (iii) the Surviving Corporation shall cooperate in the defense of any such matter to the fullest extent provided by Applicable Law and under the Company’s certificate of incorporation and bylaws in effect on the date hereof. Notwithstanding anything herein to the contrary, if any actual or threatened Proceeding or investigation (whether asserted or claimed prior to, at or after the Effective Time) requiring indemnification or advancement under this Section 8.02 is instituted against any Indemnified Person prior to the date that is six years after the Effective Date, the provisions of this Section 8.02 shall continue in effect until the final disposition of such Proceeding.

Director and Officer Liability. (a) Without limiting any other Parent and Sub agree that all rights that any Indemnified Person may have pursuant to any employment agreement exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or indemnification agreement, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, omissions occurring at or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), including all Indemnified Liabilities based now existing in whole favor of the Indemnitees as provided in the Company Charter Documents or in part onany Contract between such Indemnitee and the Company listed on Section 6.9 of the Company Disclosure Letter (in each case as in effect on the date of this Agreement) shall survive the Merger and shall continue in full force and effect. From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to (x) all acts or arising omissions by them in whole their capacities as such at any time at or prior to the Effective Time or (y) any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in part settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of, of or pertaining topertains to the Merger, this Agreement or the Transactionsand any transactions contemplated hereby, in either case, in each case of (x) and (y) to the fullest extent permitted under applicable law provided in the Company Charter Documents or in any Contract between such Indemnitee and the Company listed in Section 6.9 of the Company Disclosure Letter (and in each case as in effect on the date of this Agreement). For a period of six (6) years after the Effective Time, Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation or such Subsidiary to pay expenses incurred in advance of the final disposition of any such Proceeding contain provisions with respect to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or indemnification, advancement of expenses under and limitation of director, officer and employee liability that are no less favorable to the Indemnitees than those set forth in the Company Charter Documents as of the date of this Section 6.3(a)Agreement, upon learning which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedIndemnitees.

Director and Officer Liability. (a) Without limiting any other additional rights that any Indemnified Person director, officer, trustee, employee, agent or fiduciary of the Company or any of the Subsidiaries of the Company may have pursuant to under any employment or indemnification agreement entered into prior to the date hereof (or following the date hereof in compliance with Section 5.1 hereof) or under the Certificate of Incorporation or Bylaws of the Company or this Agreement or, if applicable, charter, bylaws, partnership agreements, limited liability company agreement or indemnification agreementsimilar organizational documents of any of the Subsidiaries of the Company, from the Effective Time and until the six (6) year anniversary of after the Effective Time, Parent shall cause the Buyer Parties and the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend shall: (i) indemnify and hold harmless each Person person who is nowis, or has been at any time prior to the date of this Agreement hereof or who becomes prior to during the period from the date hereof through the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee trustee, employee, agent or agent fiduciary of another corporation, partnership, limited liability company, joint venture, the Company or its Subsidiaries or as a fiduciary under or with respect to any employee benefit planplan (within the meaning of Section 3(3) of ERISA) (collectively, trust or other enterprise (the “Indemnified PersonsParties”) against all lossesto the fullest extent authorized or permitted by Applicable Law, claimsas now or hereafter in effect, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim Claim and any judgments, fines, penalties and amounts paid in settlement (including a claim of a violation of applicable law)all interest, action, audit, demand, suit, proceeding, investigation assessments and other charges paid or other proceeding at law payable in connection with or in equity respect of such judgments, fines, penalties or order or rulingamounts paid in settlement) resulting therefrom; provided, in however, that the Surviving Corporation shall not be liable for any settlement effected without the Surviving Corporation’s consent; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a directorIndemnified Parties, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent authorized or permitted under applicable law (and Parent shall cause the Surviving Corporation by Applicable Law, as now or such Subsidiary hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to pay expenses incurred or otherwise participating in any Claim in advance of the final disposition of any such Proceeding to each Indemnified Person Claim, including payment on behalf of or advancement to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning Party of any Expenses incurred by such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from Indemnified Party in connection with enforcing any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position rights with respect to such claims). Parent will have indemnification and/or advancement, in each case without the right, upon written notice to requirement of any bond or other security; provided that the applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person Party agrees to repay such amounts all advanced expenses if it is ultimately finally judicially determined under applicable law that such Indemnified Person Party is not entitled to indemnification. The indemnification and advancement obligations of the Buyer Parties and the Surviving Corporation pursuant to this Section 6.9(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be indemnified.a director, officer, trustee, employee, agent or fiduciary of the Company or its Subsidiaries after the date hereof and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 6.9(a): (x) the term “

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary of the Parent Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its SubsidiariesPurchaser shall, to indemnifythe fullest extent permitted under Applicable Law, defend indemnify and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee member of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request Special Committee and each present director and officer of the Company or of such Subsidiary as a director(collectively, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Company Indemnified PersonsParties”) against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or settlement amounts that are paid in settlement, of or incurred in connection with any threatened claim, action (whether threatened, pending or actual claim (including a claim of a violation of applicable lawcompleted), action, audit, demand, suit, proceeding, proceeding or investigation (whether arising before or other proceeding at law or in equity or order or ruling, in each case after the Parent Effective Time and whether civil, criminal, administrativeadministrative or investigative), investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, based on or arising, in whole or in part, out of the fact that such Person is or was a director, director or officer or employee of the Company or any Subsidiary and arising out of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act action or omission occurring or existing prior to, at or after before the Parent Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole any action or in part onomission relating to, or arising in whole or in part out of, or pertaining tothis Agreement, this Agreement the Mergers or the Transactionstransactions contemplated hereby or thereby, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay any expenses incurred in advance of the final disposition of any such Proceeding action or proceeding to each Company Indemnified Person Party to the fullest extent permitted under Applicable Law, upon receipt from the Company Indemnified Party to whom expenses are advanced of an undertaking to repay such advances if required under the California Code and permitted under applicable federal law). Any From and after the Subsidiary Effective Time, the Purchaser shall, to the fullest extent permitted under Applicable Law, indemnify and hold harmless each member of the WFS Special Committee and each present director and officer of WFS who is not also a director or officer of the Company (collectively, the “WFS Indemnified Person wishing to claim indemnification or advancement of Parties”) against all costs and expenses under this Section 6.3(a(including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action (whether threatened, pending or completed), suit, proceeding or investigation (whether arising before or after the Subsidiary Effective Time and whether civil, criminal, administrative or investigative), based on the fact that such Person is or was a director or officer of WFS or any Subsidiary and arising out of or pertaining to any action or omission occurring at or before the Subsidiary Effective Time, including any action or omission relating to, or arising out of, this Agreement, the Mergers or the transactions contemplated hereby or thereby, (and shall pay any expenses in advance of the final disposition of such action or proceeding to each WFS Indemnified Party to the fullest extent permitted under Applicable Law, upon learning receipt from the Company Indemnified Party to whom expenses are advanced of an undertaking to repay such advances if required under the California Code and permitted under applicable federal law). In the event of any such Proceedingclaim, action, suit, proceeding or investigation, (i) the Purchaser shall notify pay the Surviving Corporation reasonable fees and expenses of counsel selected by the Company Indemnified Parties or the WFS Indemnified Parties, as applicable (but the failure so to notify collectively, “Indemnified Parties”), which counsel shall not relieve a party from any obligations that it may have under this Section 6.3(a) except be reasonably satisfactory to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have Purchaser, promptly after statements therefor are received and (ii) the right, upon written notice to any applicable Indemnified Person, to assume Purchaser shall cooperate in the defense of any Proceeding such matter; provided, however, that the Purchaser shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided further that the Purchaser shall not be obligated pursuant to this Section 6.8(a): (i) to pay the fees and expenses of more than one counsel (plus appropriate local counsel) for all Company Indemnified Parties in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything any single action except to the contrary in this Section 6.3extent, an Indemnified Person shall only be entitled as determined by counsel to the rights provided in this Section 6.3 after providing a written undertaking by Company Indemnified Parties, that two (2) or on behalf more of such Company Indemnified Person Parties shall have conflicting interests in the outcome of such action, in which case such additional counsel (including local counsel) as may be required to repay avoid any such amounts if it is ultimately conflict or likely conflict may be retained by the Company Indemnified Parties at the expense of the Indemnifying Corporation; or (ii) to pay the fees and expenses of more than one counsel (plus appropriate local counsel) for all WFS Indemnified Parties in any single action except to the extent, as determined under applicable law by counsel to the WFS Indemnified Parties, that two (2) or more of such WFS Indemnified Person is not entitled Parties shall have conflicting interests in the outcome of such action, in which case such additional counsel (including local counsel) as may be required to avoid any such conflict or likely conflict may be indemnifiedretained by the WFS Indemnified Parties at the expense of the Indemnifying Corporation.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any Contract (including any employment agreement or indemnification agreement), under applicable Law or pursuant to the Company Charter and the Company Bylaws (each in effect as of immediately prior to the Effective Time), the Organizational Documents of the Surviving Corporation and the Organizational Documents of the Company’s Subsidiaries, from the Effective Time and until the six (6) year anniversary of after the Effective Time, Parent shall cause and the Surviving Corporation shall, jointly and each of its Subsidiariesseverally, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, advisory director or officer or employee of the Company or of such Subsidiary, as applicableany of its Subsidiaries, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries as a director, officer, employee advisory director or agent officer of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, advisory director or officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee advisory director or agent officer of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether to the extent pertaining to any act or omission occurring or existing prior to, at or after prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law Law (and Parent shall cause and the Surviving Corporation or such Subsidiary to shall, jointly and severally, pay any expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable lawLaw). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a7.1(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure to so to notify shall not relieve a party Party from any obligations that it may have under this Section 6.3(a7.1(a) except to the extent such failure materially and adversely prejudices such partyParty’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.37.1, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 7.1 only after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedindemnification.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time From and until the six (6) year anniversary of after the Effective Time, Parent shall cause the Surviving Corporation and each shall comply with all of its Subsidiaries, other than the MLP Company’s and its respective Subsidiaries, ’ obligations to indemnify, defend indemnify and hold harmless each Person who is now(including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Timejudgments, a directorfines, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred settlement in connection with any actual or threatened or actual claim (including a claim of a violation of applicable law)claim, action, audit, demand, suit, proceedingproceeding or investigation, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrativeadministrative or investigative (“Damages”), investigative arising out of, relating to or otherwise in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and whether governing documents or not agreements in effect on the date hereof, including the approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such claimpersons against any and all Damages arising out of acts or omissions in connection with such persons serving as an officer, action, audit, demand, suit, proceeding, investigation director or other proceeding fiduciary in any entity if such service was at the request or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of for the fact that such Person is or was a director, officer or employee benefit of the Company or any of such Subsidiary, its Subsidiaries. For a fiduciary under any Company Benefit Plan or is or was serving at the request period of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or six years after the Effective Time Time, the Surviving Corporation shall cause to be maintained in effect the current policies of officers’ and whether asserted directors’ liability insurance maintained on the date hereof by the Company and its respective Subsidiaries (the “Current Policies”); provided, however, that the Surviving Corporation may, and in the event of the cancellation or claimed termination of such policies shall, substitute therefor policies with reputable and financially sound carriers providing at least the same coverage and amount and containing terms and conditions that are no less favorable to the covered persons (the “Replacement Policies”) in Table of Contents respect of claims arising from facts or events that existed or occurred prior to, to or at or after the Effective Time (“Indemnified Liabilities”)under the Current Policies; provided, including all Indemnified Liabilities based further, however, that in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause no event will the Surviving Corporation or such Subsidiary be required to pay expenses incurred expend annually in advance excess of 300% of the final disposition of any such Proceeding to each Indemnified Person to annual premium currently paid by the fullest extent permitted Company under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a)the Current Policies (the “Insurance Amount”) (in which event, upon learning of any such Proceeding, shall notify the Surviving Corporation (but shall obtain as much comparable insurance as available for the failure so Insurance Amount); provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to notify purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not relieve a party from be required to pay any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding amounts in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything coverage prior to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedClosing.

Director and Officer Liability. (a1) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time From and until the six (6) year anniversary of after the Effective Time, Parent the Purchaser shall, and shall cause the Surviving Corporation Company to, indemnify and hold harmless, to the fullest extent permitted under Applicable Law (and to also advance expenses as incurred to the fullest extent permitted under Applicable Law), each present and former director, officer, trustee and employee of its Subsidiaries, other than the MLP Company and its SubsidiariesSubsidiaries (each, an "INDEMNIFIED PERSON") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, such Indemnified Person's service as a director, officer officer, trustee or employee of the Company and/or any of its Subsidiaries or of services performed by such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving Persons at the request of the Company or and/or any of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, its Subsidiaries at or after prior to or following the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole the approval or in part oncompletion of this Agreement, the Arrangement or arising in whole or in part out of, or pertaining to, any of the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the Transactionstransactions contemplated hereby. Neither the Purchaser nor the Company shall settle, in each case compromise or consent to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in advance of the final disposition entry of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification judgment in any claim, action, suit, proceeding or advancement of expenses under this Section 6.3(a)investigation or threatened claim, upon learning of any such Proceedingaction, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the rightsuit, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is proceeding or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, investigation involving or naming an Indemnified Person shall only be entitled or arising out of or related to an Indemnified Person's service as a director, officer, trustee or employee of the rights provided in this Section 6.3 after providing a Company and/or any of its Subsidiaries or services performed by such Persons at the request of the Company and/or any of its Subsidiaries at or prior to or following the Effective Time without the prior written undertaking by or on behalf consent of such that Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedPerson.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time From and until the six (6) year anniversary of after the Effective Time, Parent shall, and shall cause the Surviving Corporation Company to, indemnify and hold harmless, to the fullest extent permitted under Applicable Law (and to also advance expenses as incurred to the fullest extent permitted under Applicable Law), each present and former director and officer of its Subsidiaries, other than the MLP Company and its SubsidiariesSubsidiaries (each, an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to indemnify, defend and hold harmless each Person who is now, such Indemnified Person’s service as a director or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of its Subsidiaries or services performed by such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving Persons at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, its Subsidiaries at or after prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole the approval of this Agreement, the Arrangement or in part on, or arising in whole or in part out of, or pertaining to, the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the Transactionstransactions contemplated hereby. Neither Parent nor the Company shall settle, in each case compromise or consent to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in advance of the final disposition entry of any such Proceeding to each judgment in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation without the consent of an Indemnified Person (such consent not to the fullest extent permitted under applicable law). Any be unreasonably withheld) (i) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, (which release shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding be in respect of which indemnification is or would be sought hereunder employing counsel form and substance reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3) from all liability arising out of such action, suit, proceeding, investigation or claim or (ii) that includes an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf admission of fault of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedPerson.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreementFrom and after the Merger Date, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent Buyer shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each any Person who is nowon the date hereof, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective TimeMerger Date, a an officer, director, officer or employee or agent (the "Indemnified Party") of the Company or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Subsidiary, as applicableClaim is based on, or who acts as arises out of, (i) the fact that such Person is or was a fiduciary under director, officer, employee or agent of the Company or any Company Benefit Plan of its Subsidiaries at any time prior to the Merger Date or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise at any time prior to the Merger Date, or (ii) this Agreement or any of the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities transactions contemplated hereby or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, thereby in each case whether civil, criminal, administrative, investigative to the extent that any such Claim pertains to any matter or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or fact arising, in whole existing, or in part, out of the fact that such Person is occurring prior to or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request Merger Date, regardless of the Company or of whether such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether Claim is asserted or claimed prior to, at or after the Effective Time Merger Date (“Indemnified Liabilities”), including all Indemnified Liabilities based the matters described in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or clauses (i) and (ii) the Transactions, in each case "Pre-Merger Matters") to the fullest extent permitted indemnified under applicable law (and Parent shall cause the Surviving Corporation Company's certificate of incorporation, bylaws in effect as of the date hereof or such Subsidiary indemnification agreements in effect at the date hereof, including provisions relating to pay advancement of expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding action or suit; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable laws. Buyer and the Surviving Corporation shall also honor the indemnification agreements between the Company or any of its Subsidiaries, as the case may be, and any current or former officer or director of the Company or any such Subsidiary, as the case may be, existing on the date of this Agreement and which are listed in respect the Company Disclosure Schedule (and a form of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory has been provided to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedBuyer).

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any Contract (including any employment agreement or indemnification agreement), under applicable Law or pursuant to the Company Charter and the Company Bylaws (each in effect as of immediately prior to the Effective Time) and the Organizational Documents of the Surviving Corporation and the Company’s Subsidiaries, from the Effective Time and until the six (6) year anniversary of after the Effective Time, Parent shall, and shall cause the Surviving Corporation and each of its SubsidiariesSubsidiaries to, other than the MLP on a joint and its Subsidiariesseveral basis, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, advisory director, officer or employee of the Company or of such Subsidiary, as applicableany of its Subsidiaries, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries, as a director, advisory director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, advisory director, officer or employee of the Company or of such Subsidiaryany of its Subsidiaries, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, advisory director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether to the extent pertaining to any act or omission occurring or existing prior to, at or after prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law Law (and Parent shall, and shall cause the Surviving Corporation or such Subsidiary to and each of its Subsidiaries to, on a joint and several basis, pay any expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable lawLaw). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a7.1(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure to so to notify shall not relieve a party Party from any obligations that it may have under this Section 6.3(a7.1(a) except to the extent such failure materially and adversely prejudices such partyParty’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.37.1, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 7.1 only after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedindemnification.

Director and Officer Liability. (a) Without limiting any other additional rights that any Indemnified Person (as defined below) may have pursuant to any employment agreement, indemnification agreement or indemnification agreementotherwise, from the Effective Time and until the six (6) year anniversary of after the Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiariesshall, to the fullest extent permitted by law, indemnify, defend and hold harmless each Person person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, director or officer or employee of the Company or any of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise its Subsidiaries (the each an “Indemnified PersonsPerson”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees fee and expenses), liabilities or judgments or amounts that are paid in settlementsettlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld, conditioned or delayed) of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, investigation based in whole or in part, part on or arising, arising in whole or in part, part out of the fact that such Person person is or was a director, director or officer or employee of the Company or any of such Subsidiary, a fiduciary under any Company Benefit Plan its Subsidiaries or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries as a director, officer, employee director or agent officer of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person person in any such capacity, whether pertaining capacity prior to any act or omission occurring or existing prior to, at or after the Effective Time and (whether asserted or claimed prior to, at or after the Effective Time Time) (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactionstransactions contemplated hereby, in each case to the fullest extent permitted under applicable law Applicable Law (and Parent shall cause the Surviving Corporation or such Subsidiary to shall pay expenses incurred in advance of the final disposition of any such Proceeding claim, action, suit, proceeding or investigation to each Indemnified Person to the fullest extent permitted under applicable lawApplicable Law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnified.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreementFrom and after the Merger Date, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent Buyer shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each any Person who is nowon the date hereof, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective TimeMerger Date, a an officer, director, officer or employee or agent (the "INDEMNIFIED PARTY") of the Company or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "CLAIM") to the extent that any such Subsidiary, as applicableClaim is based on, or who acts as arises out of, (i) the fact that such Person is or was a fiduciary under director, officer, employee or agent of the Company or any Company Benefit Plan of its Subsidiaries at any time prior to the Merger Date or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise at any time prior to the Merger Date, or (ii) this Agreement or any of the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities transactions contemplated hereby or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, thereby in each case whether civil, criminal, administrative, investigative to the extent that any such Claim pertains to any matter or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or fact arising, in whole existing, or in part, out of the fact that such Person is occurring prior to or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request Merger Date, regardless of the Company or of whether such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether Claim is asserted or claimed prior to, at or after the Effective Time Merger Date (“Indemnified Liabilities”), including all Indemnified Liabilities based the matters described in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or clauses (i) and (ii) the Transactions, in each case "PRE-MERGER MATTERS") to the fullest extent permitted indemnified under applicable law (and Parent shall cause the Surviving Corporation Company's certificate of incorporation, bylaws in effect as of the date hereof or such Subsidiary indemnification agreements in effect at the date hereof, including provisions relating to pay advancement of expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding action or suit; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable laws. Buyer and the Surviving Corporation shall also honor the indemnification agreements between the Company or any of its Subsidiaries, as the case may be, and any current or former officer or director of the Company or any such Subsidiary, as the case may be, existing on the date of this Agreement and which are listed in respect the Company Disclosure Schedule (and a form of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory has been provided to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedBuyer).

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary consummation of the Effective TimeMerger, Parent the parties shall, and shall cause the Surviving Corporation and each of its Subsidiariesto, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person any person who is now, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective Time, a director, an officer or employee director (the "Indemnified Party") of the Company or the Subsidiary against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement, with the written approval of the Surviving Corporation(which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Subsidiary, as applicableClaim is based on, or who acts as arises out of, (i) the fact that such person is or was a fiduciary under any director, officer, employee or agent of the Company Benefit Plan or the Subsidiary or is or was serving at the request of the Company or of such the Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise enterprise, or (ii) this Agreement, or any of the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or rulingtransactions contemplated hereby, in each case whether civil, criminal, administrative, investigative to the extent that any such Claim pertains to any matter or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or fact arising, in whole existing, or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining occurring prior to any act or omission occurring or existing prior to, at or after the Effective Time and Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest full extent permitted under applicable law (the DGCL or the Company's Certificate of Incorporation, by-laws or indemnification agreements from time to time in effect, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and Parent after consummation of the Merger, the parties shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in periodically advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking provision by or on behalf of such Indemnified Person Party of an undertaking to repay such reimburse the amounts if it is ultimately determined under applicable law so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person Party is not entitled to be indemnifiedthereto.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary of the Parent Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its SubsidiariesPurchaser shall, to indemnifythe fullest extent permitted under Applicable Law, defend indemnify and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee member of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request Special Committee and each present director and officer of the Company or of such Subsidiary as a director(collectively, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “"Company Indemnified Persons”Parties") against all costs and expenses (including attorneys' fees), judgments, fines, losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or settlement amounts that are paid in settlement, of or incurred in connection with any threatened claim, action (whether threatened, pending or actual claim (including a claim of a violation of applicable lawcompleted), action, audit, demand, suit, proceeding, proceeding or investigation (whether arising before or other proceeding at law or in equity or order or ruling, in each case after the Parent Effective Time and whether civil, criminal, administrativeadministrative or investigative), investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, based on or arising, in whole or in part, out of the fact that such Person is or was a director, director or officer or employee of the Company or any Subsidiary and arising out of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act action or omission occurring or existing prior to, at or after before the Parent Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole any action or in part onomission relating to, or arising in whole or in part out of, or pertaining tothis Agreement, this Agreement the Mergers or the Transactionstransactions contemplated hereby or thereby, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay any expenses incurred in advance of the final disposition of any such Proceeding action or proceeding to each Company Indemnified Person Party to the fullest extent permitted under Applicable Law, upon receipt from the Company Indemnified Party to whom expenses are advanced of an undertaking to repay such advances if required under the California Code and permitted under applicable federal law). Any From and after the Subsidiary Effective Time, the Purchaser shall, to the fullest extent permitted under Applicable Law, indemnify and hold harmless each member of the WFS Special Committee and each present director and officer of WFS who is not also a director or officer of the Company (collectively, the "WFS Indemnified Person wishing to claim indemnification or advancement of Parties") against all costs and expenses under this Section 6.3(a(including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action (whether threatened, pending or completed), suit, proceeding or investigation (whether arising before or after the Subsidiary Effective Time and whether civil, criminal, administrative or investigative), based on the fact that such Person is or was a director or officer of WFS or any Subsidiary and arising out of or pertaining to any action or omission occurring at or before the Subsidiary Effective Time, including any action or omission relating to, or arising out of, this Agreement, the Mergers or the transactions contemplated hereby or thereby, (and shall pay any expenses in advance of the final disposition of such action or proceeding to each WFS Indemnified Party to the fullest extent permitted under Applicable Law, upon learning receipt from the Company Indemnified Party to whom expenses are advanced of an undertaking to repay such advances if required under the California Code and permitted under applicable federal law). In the event of any such Proceedingclaim, action, suit, proceeding or investigation, (i) the Purchaser shall notify pay the Surviving Corporation reasonable fees and expenses of counsel selected by the Company Indemnified Parties or the WFS Indemnified Parties, as applicable (but the failure so to notify collectively, "Indemnified Parties"), which counsel shall not relieve a party from any obligations that it may have under this Section 6.3(a) except be reasonably satisfactory to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have Purchaser, promptly after statements therefor are received and (ii) the right, upon written notice to any applicable Indemnified Person, to assume Purchaser shall cooperate in the defense of any Proceeding such matter; provided, however, that the Purchaser shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided further that the Purchaser shall not be obligated pursuant to this Section 6.8(a): (i) to pay the fees and expenses of more than one counsel (plus appropriate local counsel) for all Company Indemnified Parties in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything any single action except to the contrary in this Section 6.3extent, an Indemnified Person shall only be entitled as determined by counsel to the rights provided in this Section 6.3 after providing a written undertaking by Company Indemnified Parties, that two (2) or on behalf more of such Company Indemnified Person Parties shall have conflicting interests in the outcome of such action, in which case such additional counsel (including local counsel) as may be required to repay avoid any such amounts if it is ultimately conflict or likely conflict may be retained by the Company Indemnified Parties at the expense of the Indemnifying Corporation; or (ii) to pay the fees and expenses of more than one counsel (plus appropriate local counsel) for all WFS Indemnified Parties in any single action except to the extent, as determined under applicable law by counsel to the WFS Indemnified Parties, that two (2) or more of such WFS Indemnified Person is not entitled Parties shall have conflicting interests in the outcome of such action, in which case such additional counsel (including local counsel) as may be required to avoid any such conflict or likely conflict may be indemnifiedretained by the WFS Indemnified Parties at the expense of the Indemnifying Corporation.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent shall cause the Surviving Corporation and each of its SubsidiariesSubsidiaries to, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable lawLaw), action, audit, demand, suit, proceeding, investigation or other proceeding at law Law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law Law (and Parent shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable lawLaw). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law Law that such Indemnified Person is not entitled to be indemnified.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary of the Effective TimeMerger Date, Parent shall cause the Tires Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each any Person who is nowon the date hereof, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective TimeMerger Date, a an officer, director, officer or employee or agent (the "Indemnified Party") of the Company or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Subsidiary, as applicableClaim is based on, or who acts as arises out of, (i) the fact that such Person is or was a fiduciary under director, officer, employee or agent of the Company or any Company Benefit Plan of its Subsidiaries at any time prior to the Merger Date or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise at any time prior to the Merger Date, or (ii) this Agreement or any of the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities transactions contemplated hereby or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, thereby in each case whether civil, criminal, administrative, investigative to the extent that any such Claim pertains to any matter or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or fact arising, in whole existing, or in part, out of the fact that such Person is occurring prior to or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request Merger Date, regardless of the Company or of whether such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether Claim is asserted or claimed prior to, at or after the Effective Time Merger Date (“Indemnified Liabilities”the matters described in clauses (i) and (ii) the "Pre-Merger Matters"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted indemnified under applicable law (and Parent shall cause the Surviving Corporation Company's articles of incorporation, bylaws in effect as of the date hereof or such Subsidiary indemnification agreements in effect at the date hereof, including provisions relating to pay advancement of expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which action or suit; provided that such indemnification is or would shall be sought hereunder employing counsel reasonably satisfactory subject to such Indemnified Person. Notwithstanding anything any limitation imposed from time to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined time under applicable law that laws. Parent and the Tires Surviving Corporation shall also honor the indemnification agreements between the Company or any of its Subsidiaries, as the case may be, and any officer or director of the Company or any such Indemnified Person is not entitled to be indemnifiedSubsidiary, as the case may be, existing on the date of this Agreement.

Director and Officer Liability. (a) Parent shall, or shall cause the Surviving Corporation to, honor and fulfill in all respects the obligations of the Company to the fullest extent permissible under Applicable Law, under the Company Governing Documents and the organizational documents of the Company’s Subsidiaries, in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) to the individuals covered by such Company Governing Documents, the organizational documents of the Company Subsidiaries or Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as such occurring up to and including the Effective Time, including in connection with the approval of this Agreement and the transactions contemplated hereby. (b) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreementthe provisions of Section 6.10(a), from the Effective Time and until the for a period of six (6) year anniversary of years after the Effective Time, Parent shall, or shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend to: (i) indemnify and hold harmless each Covered Person who is nowagainst and from any costs, fees or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Timeexpenses (including attorneys’ fees), a directorjudgments, officer or employee of the Company or of such Subsidiaryfines, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred settlement in connection with any threatened or actual claim (including a claim of a violation of applicable law)claim, action, audit, demand, suit, proceedingproceeding or investigation, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrativeadministrative or investigative, investigative or otherwise and whether or not to the extent such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, investigation arises out of the fact that or pertains to: (A) any action or omission or alleged action or omission in such Person is Covered Person’s capacity as such, or was a director, officer or employee (B) this Agreement and any of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time transactions contemplated hereby; and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation or such Subsidiary to ii) pay expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to claim, action, suit, proceeding or investigation the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning (including attorneys’ fees) of any such ProceedingCovered Person upon receipt, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have required by the rightDGCL, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Covered Person to repay such amounts amount if it is shall ultimately be determined under applicable law that such Indemnified Covered Person is not entitled to be indemnified.. Notwithstanding anything to the contrary contained in this Section 6.10 or elsewhere in this Agreement, neither Parent nor the Surviving Corporation shall (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a covered person for which indemnification may be sought

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time Closing (or, with respect to any Deferred Entity, the applicable Deferred Transfer) and until the six (6) year anniversary of the Effective TimeClosing (or, Parent with respect to any Deferred Entity, the applicable Deferred Transfer), Buyer shall cause the Surviving Corporation Companies and each of its Subsidiaries, other than the MLP and its Transferred Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective TimeClosing (or, with respect to any Deferred Entity, the applicable Deferred Transfer), a director, officer or employee of the Company Companies or of such Subsidiarythe Transferred Subsidiaries, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company Companies or of such Subsidiary the Transferred Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable 37 law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company Companies or of such SubsidiaryTransferred Subsidiaries, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company Companies or of such Transferred Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time Closing or, with respect to any Deferred Entity, the applicable Deferred Transfer) and whether asserted or claimed prior to, at or after the Effective Time Closing (or, with respect to any Deferred Entity, the applicable Deferred Transfer) (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent Buyer shall, or shall cause the Surviving Corporation Companies or such Transferred Subsidiary to pay expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a6.2(a), upon learning of any such Proceeding, shall notify the Surviving Corporation Buyer (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a6.2(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent Buyer will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.36.2, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 6.2 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnified.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary consummation of the Effective TimeMerger, Parent the parties shall, and shall cause the Surviving Corporation and each of its Subsidiariesto, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person any person who is now, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective Time, a director, an officer or employee director (the "Indemnified Party") of the Company or the Subsidiary against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement, with the written approval of the Surviving Corporation(which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Subsidiary, as applicableClaim is based on, or who acts as arises out of, (i) the fact that such person is or was a fiduciary under any director, officer, employee or agent of the Company Benefit Plan or the Subsidiary or is or was serving at the request of the Company or of such the Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise enterprise, or (ii) this Agreement, or any of the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or rulingtransactions contemplated hereby, in each case whether civil, criminal, administrative, investigative to the extent that any such Claim pertains to any matter or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or fact arising, in whole existing, or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining occurring prior to any act or omission occurring or existing prior to, at or after the Effective Time and Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest full extent permitted under applicable law (the DGCL or the Company's Certificate of Incorporation, by-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and Parent after consummation of the Merger, the parties shall cause the Surviving Corporation or such Subsidiary to pay expenses incurred in periodically advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking provision by or on behalf of such Indemnified Person Party of an undertaking to repay such reimburse the amounts if it is ultimately determined under applicable law so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person Party is not entitled to be indemnifiedthereto.

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreementFrom and after the Merger Date, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent Buyer shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each any Person who is nowon the date hereof, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective TimeMerger Date, a an officer, director, officer or employee or agent (the "INDEMNIFIED PARTY") of the Company or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "CLAIM") to the extent that any such Subsidiary, as applicableClaim is based on, or who acts as arises out of, (i) the fact that such Person is or was a fiduciary under director, officer, employee or agent of the Company or any Company Benefit Plan of its Subsidiaries at any time prior to the Merger Date or is or was serving at the request of the Company or any of such Subsidiary its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise at any time prior to the Merger Date, or (ii) this Agreement or any of the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities transactions contemplated hereby or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, thereby in each case whether civil, criminal, administrative, investigative to the extent that any such Claim pertains to any matter or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or fact arising, in whole existing, or in part, out of the fact that such Person is occurring prior to or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request Merger Date, regardless of the Company or of whether such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether Claim is asserted or claimed prior to, at or after the Effective Time Merger Date (“Indemnified Liabilities”), including all Indemnified Liabilities based the matters described in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or clauses (i) and (ii) the Transactions, in each case "PRE-MERGER MATTERS") to the fullest extent permitted indemnified under applicable law (and Parent shall cause the Surviving Corporation Company's certificate of incorporation, bylaws in effect as of the date hereof or such Subsidiary indemnification agreements in effect at the date hereof, including provisions relating to pay advancement of expenses incurred in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a) except to the extent such failure materially prejudices such party’s position with respect to such claims). Parent will have the right, upon written notice to any applicable Indemnified Person, to assume the defense of any Proceeding action or suit; PROVIDED that such indemnification shall be subject to any limitation imposed from time to time under applicable laws. Buyer and the Surviving Corporation shall also honor the indemnification agreements between the Company or any of its Subsidiaries, as the case may be, and any current or former officer or director of the Company or any such Subsidiary, as the case may be, existing on the date of this Agreement and which are listed in respect the Company Disclosure Schedule (and a form of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory has been provided to such Indemnified Person. Notwithstanding anything to the contrary in this Section 6.3, an Indemnified Person shall only be entitled to the rights provided in this Section 6.3 after providing a written undertaking by or on behalf of such Indemnified Person to repay such amounts if it is ultimately determined under applicable law that such Indemnified Person is not entitled to be indemnifiedBuyer).

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary of the Effective Acceptance Time, Parent shall cause the Surviving Corporation Company (and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to after the Effective Time, a directorthe Surviving Corporation), officer or employee to the greatest extent permitted by Law, to indemnify and hold harmless (and comply with all of the Company Company’s and its Subsidiaries’ existing obligations to advance funds for expenses, subject to the receipt of an 63 irrevocable undertaking by the proposed indemnitee to repay any advanced amounts if it is ultimately determined that such indemnitee is not entitled to indemnification) the present and former officers and directors thereof against any and all costs or of such Subsidiaryexpenses (including reasonable attorneys’ fees and expenses), as applicablejudgments, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a directorfines, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred settlement in connection with any actual or threatened or actual claim (including a claim of a violation of applicable law)legal, actionadministrative, audit, demand, suit, proceeding, investigation arbitral or other proceeding at law proceedings, claims, actions or in equity governmental or order or rulingregulatory investigations, in each case whether civil, criminal, administrativeadministrative or investigative (“Damages”), investigative arising out of, relating to or otherwise in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time, including, without limitation, the approval of this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and whether (ii) shall indemnify and hold harmless such persons against any and all Damages arising out of acts or not omissions in connection with such claimpersons serving as an officer, action, audit, demand, suit, proceeding, investigation director or other proceeding fiduciary in any entity if such service was at the request or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of for the fact that such Person is or was a director, officer or employee benefit of the Company or any of such Subsidiaryits Subsidiaries. Any indemnitee wishing to claim rights under this Section 8.7(a) shall, a fiduciary under upon becoming aware of any Company Benefit Plan proceeding, claim, action or is investigation for which indemnification may be sought hereunder, promptly notify Parent or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation in writing and shall provide Parent or the Surviving Corporation with all information known to such Subsidiary indemnitee and copies of all documents available to pay expenses incurred in advance of such indemnitee relating to such matter (provided, that failure to so notify shall not affect Parent’s or the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses Surviving Corporation’s obligations under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a8.7(a) except to the extent such failure materially prejudices such party’s position with respect to such claimsParent or the Surviving Corporation). Parent will have and/or the right, upon written notice Surviving Corporation shall be entitled to any applicable Indemnified Person, to assume participate in the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in matter covered by this Section 6.38.7(a). No indemnitee shall enter into or agree to any settlement or other consensual resolution of any matter covered by this Section 8.7 without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Parent or the Surviving Corporation. Parent shall cause the Company or the Surviving Corporation, an Indemnified Person shall only as applicable, to pay all reasonable expenses, including reasonable attorneys’ fees, that may be entitled to incurred by any indemnified party described in the rights preceding sentence in enforcing the indemnity and other obligations provided in this Section 6.3 after providing a 8.7, as such fees are incurred upon the written request of any such indemnified party (subject to the receipt of an irrevocable undertaking by or on behalf of such Indemnified Person the proposed indemnitee to repay such any advanced amounts if it is ultimately determined under applicable law that such Indemnified Person indemnitee is not entitled to be indemnifiedindemnification).

Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from From and after the Effective Time and until the six (6) year anniversary of the Effective Acceptance Time, Parent shall cause the Surviving Corporation Company (and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to after the Effective Time, a directorthe Surviving Corporation), officer or employee to the greatest extent permitted by Law, to indemnify and hold harmless (and comply with all of the Company Company’s and its Subsidiaries’ existing obligations to advance funds for expenses, subject to the receipt of an irrevocable undertaking by the proposed indemnitee to repay any advanced amounts if it is ultimately determined that such indemnitee is not entitled to indemnification) the present and former officers and directors thereof against any and all costs or of such Subsidiaryexpenses (including reasonable attorneys’ fees and expenses), as applicablejudgments, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a directorfines, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred settlement in connection with any actual or threatened or actual claim (including a claim of a violation of applicable law)legal, actionadministrative, audit, demand, suit, proceeding, investigation arbitral or other proceeding at law proceedings, claims, actions or in equity governmental or order or rulingregulatory investigations, in each case whether civil, criminal, administrativeadministrative or investigative (“Damages”), investigative arising out of, relating to or otherwise in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time, including, without limitation, the approval of this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and whether (ii) shall indemnify and hold harmless such persons against any and all Damages arising out of acts or not omissions in connection with such claimpersons serving as an officer, action, audit, demand, suit, proceeding, investigation director or other proceeding fiduciary in any entity if such service was at the request or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of for the fact that such Person is or was a director, officer or employee benefit of the Company or any of such Subsidiaryits Subsidiaries. Any indemnitee wishing to claim rights under this Section 8.7(a) shall, a fiduciary under upon becoming aware of any Company Benefit Plan proceeding, claim, action or is investigation for which indemnification may be sought hereunder, promptly notify Parent or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable law (and Parent shall cause the Surviving Corporation in writing and shall provide Parent or the Surviving Corporation with all information known to such Subsidiary indemnitee and copies of all documents available to pay expenses incurred in advance of such indemnitee relating to such matter (provided, that failure to so notify shall not affect Parent’s or the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable law). Any Indemnified Person wishing to claim indemnification or advancement of expenses Surviving Corporation’s obligations under this Section 6.3(a), upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.3(a8.7(a) except to the extent such failure materially prejudices such party’s position with respect to such claimsParent or the Surviving Corporation). Parent will have and/or the right, upon written notice Surviving Corporation shall be entitled to any applicable Indemnified Person, to assume participate in the defense of any Proceeding in respect of which indemnification is or would be sought hereunder employing counsel reasonably satisfactory to such Indemnified Person. Notwithstanding anything to the contrary in matter covered by this Section 6.38.7(a). No indemnitee shall enter into or agree to any settlement or other consensual resolution of any matter covered by this Section 8.7 without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Parent or the Surviving Corporation. Parent shall cause the Company or the Surviving Corporation, an Indemnified Person shall only as applicable, to pay all reasonable expenses, including reasonable attorneys’ fees, that may be entitled to incurred by any indemnified party described in the rights preceding sentence in enforcing the indemnity and other obligations provided in this Section 6.3 after providing a 8.7, as such fees are incurred upon the written request of any such indemnified party (subject to the receipt of an irrevocable undertaking by or on behalf of such Indemnified Person the proposed indemnitee to repay such any advanced amounts if it is ultimately determined under applicable law that such Indemnified Person indemnitee is not entitled to be indemnifiedindemnification).