Anti-Takeover Measures. Mobileye and the Mobileye Board (and any applicable committees thereof) will take all actions within their power and authority necessary so no anti-takeover measures are or become applicable to the transactions contemplated by the Purchase Agreement. If any anti-takeover measure becomes applicable to any of the transactions contemplated by the Purchase Agreement. Mobileye and the Mobileye Board (and any applicable committees thereof) will grant such approvals and take such actions within their power and authority as are necessary, so that any such transactions may be consummated as promptly as practicable on the terms contemplated by the Purchase Agreement. as applicable, and otherwise act within their power and authority to eliminate such anti-takeover measures on such transactions. Obligations Regarding Asset Sale and Liquidation. To the extent any such actions, transactions or matters are validly effected by Intel or Purchaser pursuant to the Purchase Agreement. and subject in the case of the Asset Sale. Liquidation and Second Step Distribution to the prior receipt of the Pre-Wired Asset Sale Ruling. Mobileye shall take all such steps and do all such things as are reasonably required to procure that the Asset Sale. the Liquidation, and the Second Step Distribution timely occur. Director and Officer Liability. For six years after the Offer Closing. Intel shall cause Mobileye and its subsidiaries to indemnify and hold harmless the present and former directors or officers of Mobileye and its subsidiaries in respect of acts or omissions occurring at or prior to the Offer Closing and in connection with various transactions contemplated by the Purchase Agreement including the Asset Sale. the Liquidation, the Second Step Distribution, and the Tender and Support Agreements (as defined below), in each case to the fullest extent permitted by applicable law or provided under Mobileye's organizational documents in effect on the date