Liability and Indemnification. As between the Parties hereto, neither Party shall be liable to the other for the death of or injury to any employee of the other, or loss of or damage to the property of the other, unless caused solely by its own negligence or willful action. Each Party shall indemnify the other against any liability for any loss, damage, or injury suffered by any third party and arising out of its performance of this Agreement where such loss is caused solely by its own negligence or willful action, and the parties shall bear in proportion to its fault, as determined by final judgment or arbitration award, liability for such loss, damage or injury where caused by their joint negligence or willful actions; provided, however, neither Party shall be liable for punitive damages to the other Party, except to the extent awarded to a third party. The Parties acknowledge that they are Parties to various leases, subleases and other agreements, and that this provision shall not supersede or modify any of such separate agreements.

Indemnification; Directors’ and Officers’ Liability Insurance. Your Indemnification Agreement with the Company dated June 5, 2018 is incorporated herein by reference and will remain in full force and effect in accordance with all of the terms and conditions thereof, and the parties agree that such Indemnification Agreement applies to your employment with the Company in the capacity as interim President and Chief Executive Officer.

Indemnification and Insurance. The Post-Transaction Corporation shall indemnify the Executive, to the fullest extent permitted by applicable law, for any and all claims brought against him arising out of his services during or prior to the Employment Term. In addition, the Post-Transaction Corporation shall maintain a directors’ and officers’ insurance policy covering the Executive substantially in the form of the policy maintained by the Company and its Affiliates at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other most senior executives of the Post-Transaction Corporation and its Affiliates.

Insurance and Indemnification. As a corporate and/or executive officer of the Company, during your employment with the Company, you will be covered by its Directors’ and Officers’ Liability Insurance Policy and such other indemnity policy, agreement or commitment established by the Company, subject to the terms of the Insurance Policy and other policy, agreement or commitment and any amendments made from time to time at the Board’s discretion provided that no amendment will substantially reduce your entitlements. Your coverage under such Insurance Policy and any other policy, agreement, or commitment, will continue after your employment ends in respect of your employment. The Indemnification Agreement that you signed dated November 4, 2014 continues to be in full force and effect.

Indemnification and Insurance. In addition to any benefits provided under applicable law, Executive will be entitled to the benefits of those provisions of Ceridian HCM’s Certificate of Incorporation and By-Laws, as may be amended from time to time, which provide for indemnification of directors and officers of Ceridian HCM (and no such provision shall be amended in any way to limit or reduce the extent of indemnification available to Executive as a director or officer of Ceridian HCM). The rights of Executive under such indemnification obligations shall survive the termination of this Agreement and be applicable for so long as Executive may be subject to any claim, demand, liability, cost or expense, which the indemnification obligations referred to in this [Section 3.10] are intended to protect and indemnify him or her against.

Notwithstanding anything to the contrary in the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, consistent with Standing Order 100.4, the indemnification obligations of UCSB shall only be in proportion to and only to the extent that claims arise from the negligent or wrongful acts or omissions of UCSB or that of its officers, agents, employees, students, invitees and guests.

Indemnification and Insurance. (1) The Company and Executive acknowledge that they shall, as soon as reasonably practicable after the Effective Date, enter into an Indemnification Agreement, substantially in the form attached hereto as Annex B, which agreement shall not be affected by this Agreement.

Indemnification and Insurance. During the Term and at all times thereafter, regardless of the reason for termination, Silvercrest shall indemnify, protect, defend and save you harmless from and against any threatened, pending, contemplated or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which you are made a party by reason of the fact that you are or were an officer, employee or agent of Silvercrest, or any judgment, amount paid in settlement (with the consent of Silvercrest), fine, loss, expense, cost, damage and reasonable attorneys’ fees incurred by reason of the fact that you are or were an officer, employee or agent of Silvercrest; provided, however, that you acted in good faith and in a manner you reasonably believed to be in the best interests of Silvercrest, and with respect to any criminal action or proceeding, had no reasonable cause to believe your conduct was unlawful. You also shall be indemnified under the governing instruments of Silvercrest and its affiliates, including the Articles of Incorporation and By-Laws of Silvercrest Asset Management Group Inc., and covered by directors’ and officers’ liability insurance policies that are the same as or equivalent to those Silvercrest currently carries for its current directors and active senior executive officers.

Insurance and Indemnification. As a corporate and/or executive officer of the Company and/or of the Parent during your employment with the Company, you will be covered by Parent's Directors' and Officers' Liability Insurance Policy and such other indemnity policy, agreement or commitment established by the Company or Parent, as may be in effect from time to time, subject to the terms of the Insurance Policy and other policy, agreement or commitment and any amendments made from time to time at the discretion of the Parent's Board of Directors, provided that no amendment will substantially reduce your entitlements. Your coverage under such insurance policy and any other policy, agreement or commitment will continue after your employment with the Company ends in respect of your employment with the Company.

Insurance and Indemnification. As a corporate and/or executive officer of the Company and/or of the Parent during your employment with the Company, you will be covered by Parent’s Directors’ and Officers’ Liability Insurance Policy and such other indemnity policy, agreement or commitment established by the Company or Parent, as may be in effect from time to time, subject to the terms of the Insurance Policy and other policy, agreement or commitment and any amendments made from time to time at the discretion of the Parent’s Board of Directors, provided that no amendment will substantially reduce your entitlements. Your coverage under such insurance policy and any other policy, agreement or commitment will continue after your employment with the Company ends in respect of your employment with the Company. The Indemnification Agreement you signed dated February 8, 2016 continues to be in full force and effect.