Common use of Agreement to Defend and Indemnify Clause in Contracts

Agreement to Defend and Indemnify. (a) It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers, employees, fiduciary, agents of the Company or otherwise entitled to indemnification under the Certificate of Incorporation, By-Laws or indemnification agreements (the "INDEMNIFIED PARTIES") and such Certificate of Incorporation of the Surviving Corporation shall include provisions providing for advancement of expenses to such Indemnified Parties in accordance with Article VII of the Company's certificate of incorporation and in accordance with Section 145 of Delaware Law. It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Law law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and will cause the Surviving Corporation shall jointly and severallyCorporation, to the fullest extent permitted under Delaware Law, to indemnify, defend and hold harmless the present and former officersharmless, directors, employees and agents of the Company ("each Indemnified Parties") Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under to the Exchange Act in connection with extent that it was based on the Offer fact that such Indemnified Party is or was a director, officer or employee of the MergerCompany and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation Corporation, as applicable, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, received and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; providedPROVIDED, howeverHOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and furtherFURTHER, providedPROVIDED, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the (39) 45 outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at Surviving Corporation will not be required to expend in any time during such period shall exceed 150year an amount in excess of 200% of the per annum rate of premium annual aggregate premiums currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance on the date of this Agreementcoverage exceed such amount, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after will be obligated to obtain a policy with the Effective Time) tobest coverage available, and in the Company (or the Surviving Corporation if after the Effective Time) shallreasonable judgment of its Board of Directors, provide the maximum coverage that shall then be available at an annual premium equal to 150% of for a cost not exceeding such rateamount. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers, employees, fiduciary, agents or otherwise entitled to indemnification under the certificate of incorporation or by-laws of the Company or indemnification agreements (the "Indemnified Parties"). It is understood and ------------------- agreed that the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Parent, Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless the present and former officersharmless, directors, employees and agents of the Company ("each Indemnified Parties") Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transactionthe Transactions, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company -------- ------- nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation ------- -------- shall be obliged pursuant to this Section 6.8 6.9 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such -------- ------- insurance at any time during such period shall exceed 150200% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 set forth in Section 6.9 of the Disclosure Schedule, then the Purchaser Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150200% of such rate. This Section 6.8 6.9 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.86.9. Notwithstanding Section 9.7 hereof, this Section 6.8 6.9 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company ("Indemnified Parties") against If any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced (by a Person other than a party hereto or an Affiliate of such party), whether arising before or after the Effective Time), the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. Purchaser shall (and shall cause Merger Sub and its Subsidiaries to) indemnify and hold harmless, each present and former director and officer of the Company including, without limitation, officers and directors serving as such on the date hereof and each person who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted by the DGCL or any other applicable law or provided under the Company’s Certificate of Incorporation and By-Laws in effect on the date hereof; provided that (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel such indemnification shall be reasonably satisfactory subject to the Company or the Surviving Corporation, promptly as statements therefor are received, and any limitation required to be imposed from time to time by applicable law; (ii) the Company and the Surviving Corporation will cooperate in the defense of connection with any such matter; providedclaim as to which indemnification is sought, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that and(iii) neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 5.12 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests an actual conflict of interest in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) If any action, --------------------------------- suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that the Company shallthat, to the fullest extent permitted under Delaware Law provided in the FBCA and regardless in the Company's Articles of whether Incorporation and By-laws in effect on the Merger becomes effectivedate hereof, indemnify, defend the Company shall indemnify and hold harmless, and after the Effective Time, the Purchaser Parent and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend indemnify and hold harmless the present harmless, each director and former officers, directors, employees and agents officer of the Company or any Subsidiary including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses ------------------- (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer Offer, the Merger or any financing. Any Indemnified Party wishing to claim indemnification hereunder, upon learning of any such claim, action, suit, proceeding or investigation, will promptly notify the Merger, and in Parent thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company Company, the Parent or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company Company, the Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, -------- ------- that neither the Company Company, the Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company ------- -------- Company, the Parent nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years Notwithstanding anything contained herein to the contrary, in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (x) the Parent or the Surviving Corporation shall will have the right, from and after the purchase of Shares pursuant to the Offer, to assume the defense thereof and neither the Parent nor the Surviving Corporation will be required liable to such Indemnified Party for any legal expenses of separate counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that such Indemnified Party will have the right to employ and be reimbursed by the Parent or the Surviving Corporation for the legal expenses of separate counsel if, under applicable standards of professional conduct (as advised by counsel to such Indemnified Party), a conflict of interest exists in respect of any issue between such Indemnified Party and the Parent or the Surviving Corporation, (y) the Indemnified Parties will cooperate in the defense of any such matter and (z) neither the Parent nor the Surviving Corporation will be liable for any settlement effected without the Parent's prior written consent; provided, -------- however, that, except with respect to the advancement to an Indemnified Party of ------- expenses incurred in the defense of any action or suit in accordance with the terms hereof (subject to reimbursement by such Indemnified Party in the event of a final determination by a court of competent jurisdiction that such advances were unlawful and must be reimbursed to the Parent or the Surviving Corporation), neither the Parent nor the Surviving Corporation will have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction ultimately determines, and such determination becomes final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. The Surviving Corporation shall, for a period of four years following the Effective Time, use its reasonable efforts either (A) to maintain or obtain the Company's existing officers' and directors' liability insurance ("D&O Insurance") covering the Indemnified Parties those persons who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect ------------- thereby on the date hereof of this Agreement in terms full force and effect without reduction of coverage and amountscoverage; provided, however, that if the aggregate Surviving Corporation will not be required -------- ------- to pay an annual premiums for such insurance at any time during such period shall exceed 150premium therefor in excess of 200% of the per annum rate last annual premium paid prior to the date hereof, as disclosed in Section 6.8 of premium currently paid by the Company Disclosure Schedule (the "Current Premium"); provided further that if the annual --------------- -------- ------- premium of the D&O Insurance exceeds 200% of the Current Premium, the Surviving Corporation will use its reasonable efforts to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that -------- ------- if the existing D&O Insurance expires or is terminated or cancelled during such four-year period, the Surviving Corporation will use its reasonable efforts to obtain as much coverage as can be obtained for the remainder of such period for a premium on an annualized basis not in excess of 200% of the Current Premium; and, provided further that the Surviving Corporation may substitute for the D&O -------- ------- Insurance policies with the same coverage containing terms and conditions which are no less advantageous and provided that such substitution does not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time or (B) to cause the Parent's officers' and directors' liability insurance policy then in effect to cover those persons who are covered on the date of this Agreement, which amount is disclosed on Schedule 6.8 of Agreement by the Disclosure Schedule, then the Purchaser D&O Insurance. The Parent shall cause the Company (or the Surviving Corporation if after to continue in effect the indemnification provisions currently provided by the Amended and Restated Articles of Incorporation and By- Laws of the Company for a period of not less than four years following the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause Notwithstanding anything in this Section to the contrary, neither the Company nor the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by shall have any Person to enforce the obligations of the Purchaser and the Surviving Corporation obligation under this Section 6.8to indemnify any Indemnified Party against any cost, expense, judgment, fine, loss, claim, damage, liability or settlement amount found to have resulted solely from such Indemnified Person's own gross negligence or willful misconduct. This covenant shall survive any termination of this Agreement pursuant to Section 8.1 hereof. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) If any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that that, subject to the limitations on indemnification contained in Delaware Law, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyshall, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer Merger or the Mergerany financing, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 5.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, provided however that if in no event shall the aggregate Surviving Corporation be required to expend more than an amount per year equal to 200% of current annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreementto maintain or procure insurance coverage pursuant hereto, in which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or case the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall is then be available at an annual premium equal to 150for 200% of such rateannual premiums. Merger Sub shall cause the Surviving Corporation to continue in effect the indemnification provisions currently provided by the Restated Certificate and By-Laws of the Company for a period of not less than six years following the Effective Time. This Section 6.8 5.8 shall survive the consummation of the Merger. The Purchaser This covenant shall cause the Surviving Corporation survive any termination of this Agreement pursuant to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.87.1 hereof. Notwithstanding Section 9.7 8.7 hereof, this Section 6.8 5.8 is intended to be for the benefit of and to grant third third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser Parent and the Surviving Corporation shall jointly and severallyshall, for claims, actions, suits, proceedings or investigations referred to below that arise during a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any Subsidiary and their respective subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or or, after the Effective Time, Parent and the Surviving Corporation shall pay as incurred the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company Company, Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor Parent or the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.without

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the Georgia Code, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any Subsidiary and their respective subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three two years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on as of the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall will then be available at an annual premium equal to 150% of such rateper annum rate as of the date of this Agreement. The Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Third Amended and Restated Articles of Incorporation and By-Laws of the Company for a period of not less than six years following the Effective Time. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause Notwithstanding anything in this Section 6.8 to the contrary, neither the Company nor the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by shall have any Person to enforce the obligations of the Purchaser and the Surviving Corporation obligation under this Section 6.86.8 to indemnify any Indemnified Party against any cost, expense, judgment, fine, loss, claim, damage, liability or settlement amount found to have resulted solely from such Indemnified Person's own gross negligence or willful misconduct. This covenant shall survive any termination of this Agreement pursuant to Section 8.1 hereof. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the Georgia Code, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any Subsidiary and their respective subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; providedPROVIDED, howeverHOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, providedPROVIDED FURTHER, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three two years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; providedPROVIDED, howeverHOWEVER, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on as of the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall will then be available at an annual premium equal to 150% of such rateper annum rate as of the date of this Agreement. The Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Third Amended and Restated Articles of Incorporation and By-Laws of the Company for a period of not less than six years following the Effective Time. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause Notwithstanding anything in this Section 6.8 to the contrary, neither the Company nor the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by shall have any Person to enforce the obligations of the Purchaser and the Surviving Corporation obligation under this Section 6.86.8 to indemnify any Indemnified Party against any cost, expense, judgment, fine, loss, claim, damage, liability or settlement amount found to have resulted solely from such Indemnified Person's own gross negligence or willful misconduct. This covenant shall survive any termination of this Agreement pursuant to Section 8.1 hereof. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of five years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers, employees, fiduciary, agents or otherwise entitled to indemnification under the Certificate of Incorporation, By-Laws or indemnification agreements (the "Indemnified Parties"). It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Parent, Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless the present and former officersharmless, directors, employees and agents of the Company ("each Indemnified Parties") Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; providedPROVIDED, howeverHOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and furtherFURTHER, providedPROVIDED, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; providedPROVIDED, howeverHOWEVER, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.25

Agreement to Defend and Indemnify. (a) It is understood and agreed that the The Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, Parent shall cause the Purchaser Surviving Corporation and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Law, indemnify, defend indemnify and hold harmless harmless, each of the present Company's and former its Subsidiaries' officers, directors, employees and agents of employees, including, without limitation, officers and directors serving as such on the Company date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act in connection with the Offer or the Merger, and in each case to the extent provided under the Certificate of Incorporation and Amended and Restated Bylaws of the Company. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or shall, and following the Effective Time, Parent shall cause the Surviving Corporation shall to, and the Surviving Corporation shall, pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall reasonably be reasonably satisfactory to the Company or Parent and the Surviving Corporation, promptly as statements therefor are received, to the extent that the Company is permitted to make such payments under applicable law and the Certificate of Incorporation and Amended and Restated Bylaws of the Company, and (ii) the Company Company, Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company Company, Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheldwithheld or delayed); and further, provided, provided further that neither the Company Company, Parent nor the Surviving Corporation shall be obliged pursuant to this Section SECTION 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the reasonable opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts and shall continue in effect the indemnification provisions currently provided by the Certificate of Incorporation and Amended and Restated Bylaws of the Company for a period of not less than six years following the Effective Time to the extent that it is permitted to do so by applicable law. In satisfying its obligations under this SECTION 6.8, the Surviving Corporation shall not be obligated to pay premiums in excess of 200% of the annualized premium for such policy based on the rate thereof as of the date of this Agreement (which annualized premium is hereby represented and warranted by the Company to be $929,500). If, during such six-year period, such insurance coverage cannot be obtained at all or can be obtained only for an amount in excess of 200% of the Company's annual premium therefor, the Surviving Corporation shall cause to be obtained as much insurance as can be obtained for an amount equal to 200% of the Company's annual premium on the date of this Agreement, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the DGCL, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnifyand Parent shall, defend for such six-year period, but only to the extent the Company or the Surviving Corporation would be required or permitted under applicable law, indemnify and hold harmless the present harmless, each director and former officers, directors, employees and agents officer of the Company (collectively, the "Indemnified Parties") from and against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to matters relating to their duties or actions in their capacity as officers and directors in connection with any of the transactions contemplated hereby and existing at the Effective Time, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before prior to or after the Effective Time), (i) the Company or the Surviving Corporation shall pay advance the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are receivedreceived (provided the person to whom such expenses are advanced provides a customary undertaking complying with applicable law to repay such advances if it is ultimately determined that such person is not entitled to indemnification), and (ii) the Company Company, Parent (but only after the consummation of the Offer) and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither none of the Company Company, Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld)consent; and furtherprovided further that none of the Company, provided, that neither the Company Parent nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation Parent shall cause to be required to maintain maintained or obtain obtained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.liability

Agreement to Defend and Indemnify. (a) It is understood and agreed that the The Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and and, after the Effective Time, the Purchaser and Surviving Corporation (each of the Surviving Corporation shall jointly and severallythe Company being referred to in this Section 5.10 as an "Indemnifying Party") shall, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company and each Subsidiary and their respective subsidiaries and affiliates, including without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any all costs or and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), arising out of or pertaining to any of the transactions contemplated hereby, including without limitation, liabilities arising under the Securities Act or the Exchange Act in connection with the Merger and in the event of any such claim, action, suit, proceeding or investigation, (i) the Company or the Surviving Corporation Corporation, as the case may be, shall pay advance the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, Indemnifying Party promptly as after statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for have any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation obligation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties clause (i) unless they shall be entitled to enforce the covenants contained herein.have received an undertaking from the

Agreement to Defend and Indemnify. (a) It is understood The Certificate of Incorporation and agreed By-Laws of the Surviving Corporation shall contain indemnification provisions identical to those contained in the Certificate of Incorporation and By-Laws of the Company that were provided to Parent in accordance with this Agreement and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors or officers of the Company or otherwise entitled to indemnification under the Certificate of Incorporation, By-Laws or indemnification agreements or their respective heirs, executors and personal representatives (the "INDEMNIFIED PARTIES"). The Company shall, to the fullest extent permitted under Delaware Law the DGCL and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and Parent will cause the Surviving Corporation shall jointly and severallyCorporation, to the fullest extent permitted under Delaware LawDGCL, to indemnify, defend and hold harmless the present and former officersharmless, directors, employees and agents of the Company ("each Indemnified Parties") Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including including, without limitation limitation, liabilities arising out of this transactionAgreement, under the Exchange Act in connection with Voting Agreement and the Offer transactions contemplated hereby and thereby, to the extent that it was based on the fact that such Indemnified Party is or was a director or officer of the MergerCompany and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation Corporation, as applicable, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, received and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; providedPROVIDED, howeverHOWEVER, that neither the Company nor the Surviving Corporation shall will be liable for any settlement effected without its prior written consent (which consent shall will not be unreasonably withheld); and furtherPROVIDED, providedFURTHER, that neither the Company nor the Surviving Corporation shall will be obliged pursuant to this Section 6.8 6.7 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall will be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; providedPROVIDED, howeverHOWEVER, that if the aggregate annual premiums for such insurance at Surviving Corporation will not be required to expend in any time during such period shall exceed 150year an amount in excess of 200% of the per annum rate of premium annual aggregate premiums currently paid by the Company for such insurance; and PROVIDED, FURTHER, that if the annual premiums of such insurance on the date of this Agreementcoverage exceed such amount, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after will be obligated to obtain a policy with the Effective Time) tobest coverage available, and in the Company (or reasonable judgment of its board of directors, for a cost not exceeding such amount. Nothing in this Agreement will prohibit the Surviving Corporation if after from complying with its obligations under the Effective Time) shall, provide the maximum preceding sentence by obtaining insurance coverage that shall then be available at an annual premium equal to 150% under any policy maintained by Parent or any of such rateits Subsidiaries. This Section 6.8 shall 6.7 will survive the consummation of the Merger. The Purchaser Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person person to enforce the obligations of the Purchaser Parent and the Surviving Corporation under this Section 6.86.7. Notwithstanding Section 9.7 9.8 hereof, this Section 6.8 6.7 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall will be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) If any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that that, subject to the limitations on indemnification contained in Delaware Law, the Company shall, to the fullest extent permitted under Delaware Law all applicable Laws and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser Parent and the Surviving Corporation shall jointly and severallyshall, to the fullest extent permitted under Delaware Lawapplicable Laws, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company including, without limitation, officers and directors serving as such on the date hereof ("collectively, the “Indemnified Parties"”) against any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out any of this transaction, the foregoing that may arise under the Exchange Act in connection with the Offer Merger or any financing obtained in connection with the Mergerconsummation of the transactions contemplated hereby, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); and provided further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 6.7 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' ’ and directors' ’ liability insurance covering the Indemnified Parties who are currently covered by the Company's ’s officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser . Parent shall cause the Company (or the Surviving Corporation if after to continue in effect the indemnification provisions currently provided by the Restated Certificate and the Company Bylaws for a period of not less than six years following the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 6.7 shall survive the consummation of the Merger. The Purchaser This covenant shall cause the Surviving Corporation survive any termination of this Agreement pursuant to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.88.1 hereof. Notwithstanding Section 9.7 hereof, this Section 6.8 6.7 is intended to be for the benefit of and to grant third third-party beneficiary rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the Delaware Code, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any of its Subsidiaries including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any action or omission occurring at or prior to the Effective Time, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; providedPROVIDED, howeverHOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, providedPROVIDED FURTHER, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect (a copy of which policy has been provided to matters existing or occurring at or prior to the Effective Time Parent) on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, howeverHOWEVER, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on as of the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall will then be available at an annual premium equal to 150200% of such rateper annum rate as of the date of this Agreement. The Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Company Charter and Company By-Laws for a period of not less than six years following the Effective Time. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause Notwithstanding anything in this Section 6.8 to the contrary, neither the Company nor the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by shall have any Person to enforce the obligations of the Purchaser and the Surviving Corporation obligation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.Section

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the Washington Act, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any Subsidiary and their respective subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 5.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150250% of the per annum rate of premium currently paid by the Company for such insurance on as of the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.maximum

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the Georgia Code, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any Subsidiary and their respective subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the -------- ------- Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further, provided, that neither the Company nor the -------- ------- Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three two years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual -------- ------- premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on as of the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall will then be available at an annual premium equal to 150% of such rateper annum rate as of the date of this Agreement. The Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Third Amended and Restated Articles of Incorporation and By-Laws of the Company for a period of not less than six years following the Effective Time. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause Notwithstanding anything in this Section 6.8 to the contrary, neither the Company nor the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by shall have any Person to enforce the obligations of the Purchaser and the Surviving Corporation obligation under this Section 6.86.8 to indemnify any Indemnified Party against any cost, expense, judgment, fine, loss, claim, damage, liability or settlement amount found to have resulted solely from such Indemnified Person's own gross negligence or willful misconduct. This covenant shall survive any termination of this Agreement pursuant to Section 8.1 hereof. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that Purchaser shall cause the Company shall, Subsidiaries to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend indemnify and hold harmless each of the present and former directors, officers, directors, employees and agents of the Company Subsidiaries, and each present and former director, officer, employee, agent or trustee of any employee benefit plan for employees of the Subsidiaries (individually, an "Indemnified PartiesEmployee, and collectively, the "Indemnified Employees") against any costs or losses, claims, damages, liabilities, costs, expenses (including including, without limitation, reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities fines and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, including without limitation liabilities whether civil, criminal, administrative or investigative ("Indemnifiable Claim"), arising out of or pertaining to any action or omission occurring on or prior to the Closing Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this transactionAgreement), whether asserted or commenced prior to or after the Closing Date, to the full extent permitted under the Exchange Act certificates of incorporation and by-laws of the Subsidiaries as currently in connection effect (or as such rights to indemnification may be expanded subsequent to the Closing Date under applicable law). Purchaser acknowledges and accepts as contract rights (and agrees to cause the Subsidiaries to honor in accordance with their terms) the Offer provisions of the Certificates of Incorporation and/or bylaws of the Subsidiaries, as in effect on the date hereof with respect to indemnification of officers, directors, employees and agents of the Subsidiaries (including provisions relating to contributions, advancement of expenses and the like) and such provisions shall not be modified or amended except as required by law, unless such modification or amendment expands the Mergerrights of the Indemnified Employees to indemnification (including with respect to contribution, advancement of expenses and in the like). Purchaser shall cause the applicable Subsidiary to advance expenses (including attorneys' fees) to each such Indemnified Employee to the full extent permitted by law. In the event of any such claim, action, suit, proceeding or investigation Indemnifiable Claim (whether arising asserted or commenced before or after the Effective TimeClosing Date), (ia) the Company or Indemnified Employees may retain counsel satisfactory to them, and Purchaser shall cause the Surviving Corporation shall applicable Subsidiary to pay the reasonable all fees and expenses of such counsel selected by for the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, Employees promptly as statements therefor are received, and (iib) Purchaser shall cause the Company and the Surviving Corporation will cooperate applicable Subsidiary to use its commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, however, provided that neither the Company nor the Surviving Corporation no Subsidiary shall be liable for any settlement effected without its prior written consent (consent, which consent consent, however, shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant . Any Indemnified Employee wishing to claim indemnification under this Section 6.8 to pay the fees and disbursements 9.12, upon learning of more than one counsel for all Indemnified Parties in any single action except to the extent thatIndemnifiable Claim, in the opinion of counsel for the Indemnified Parties, two shall notify his or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amountsher employer thereof; provided, however, that if the aggregate annual premiums for failure of an Indemnified Employee to give such insurance at any time during such period notice shall exceed 150% only relieve Purchaser and the Subsidiaries of their indemnification obligation to the per annum rate extent of premium currently paid by the Company for such insurance on the date of this Agreementactual prejudice resulting therefrom. Purchaser shall, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser and shall cause the Company (or the Surviving Corporation if after the Effective Time) Subsidiaries to, and indemnify Seller against any claim by an Indemnified Employee against Seller or any of its Affiliates with respect to any matter as to which such Indemnified Employee is entitled to indemnification both (x) from the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal Subsidiaries to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof9.12 and (y) from Seller or any of its Affiliates, this Section 6.8 is intended pursuant to Seller's or such Affiliate's Articles of Incorporation, by-laws or any agreement to which Seller or such Affiliate may be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained hereina party.

Agreement to Defend and Indemnify. (a) It is understood Parent hereby agrees, and agreed that shall cause the Company shall, Surviving Corporation to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, agree from and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, that all rights to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless indemnification existing in favor of the present and or former directors, officers, directors, employees and or agents of the Company and its Subsidiaries and persons serving in like capacities for another corporation or entity at the request of the Company (collectively, the "Indemnified Parties") against any for costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities investigation arising out of or pertaining to any act or omission of any such Person occurring at or prior to the Effective Time, including, without limitation, the transactions contemplated hereby, as provided in the Restated Certificate or By-Laws and the certificate or articles of incorporation, by-laws or similar organizational documents of any of the Subsidiaries, in each case as in effect as of the date of this transactionAgreement, under shall survive the Exchange Act Merger and shall continue in connection full force and effect for six years after the Effective Time (without modification or amendment, except as required by applicable law) in accordance with their terms, to the Offer or the Mergerfullest extent permitted by law, and in shall be enforceable by the Indemnified Parties against the Surviving Corporation. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or Surviving Corporation and to the Surviving Corporation, promptly insurer under the Run-Off Coverage (as statements therefor are receiveddefined below), and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall not be obliged obligated pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the written opinion of counsel for the Indemnified PartiesParties provided to the Surviving Corporation, two or more of such Indemnified Parties have conflicting interests in the outcome of such actionaction which cannot be or has not been, in the opinion of such counsel, waived. For three years after Notwithstanding the Effective Timeforegoing, the Surviving Corporation shall be required not have any obligation to maintain or obtain officers' and directors' liability insurance covering make any payment under this Section 6.8(a) unless (i) the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% carrier of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 Run-Off Coverage has denied coverage of the Disclosure Schedule, then claim or any portion of the Purchaser shall cause claim for which indemnification is being sought and the Company (or claimant has cooperated with the reasonable requests of the Surviving Corporation if after regarding the Effective TimeRun-Off Coverage or (ii) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained hereinRun-Off Coverage has been exhausted.

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the DGCL, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnifyand Parent shall, defend for such six-year period, but only to the extent the Company or the Surviving Corporation would be required or permitted under applicable law, indemnify and hold harmless the present harmless, each director and former officers, directors, employees and agents officer of the Company (collectively, the "Indemnified Parties") from and against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to matters relating to their duties or actions in their capacity as officers and directors in connection with any of the transactions contemplated hereby and existing at the Effective Time, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before prior to or after the Effective Time), (i) the Company or the Surviving Corporation shall pay advance the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are receivedreceived (provided the person to whom such expenses are advanced provides a customary undertaking complying with applicable law to repay such advances if it is ultimately determined that such person is not entitled to indemnification), and (ii) the Company Company, Parent (but only after the consummation of the Offer) and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither none of the Company Company, Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld)consent; and furtherprovided further that none of the Company, provided, that neither the Company Parent nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation Parent shall cause to be required to maintain maintained or obtain obtained officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or events occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amountsamounts to the extent available; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on as of the date of this Agreement, Agreement (which amount is disclosed amounts under current policies are set forth on Schedule 6.8 of the Disclosure Schedule6.8), then the Purchaser Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, be required to provide the maximum coverage that shall will then be available at an annual premium equal to 150% of such rateper annum rate as of the date of this Agreement. The Surviving Corporation shall continue in effect, without amendment, repeal or modification in any manner that would adversely affect the rights of the persons entitled to the protections and privileges thereof, the indemnification provisions provided on the date hereof by the Company By-Laws for a period of not less than six years following the Effective Time. This Section 6.8 shall survive the consummation of the MergerMerger or any termination of this Agreement pursuant to Section 8.1 hereof. The Purchaser shall cause Notwithstanding anything in this Section 6.8 to the contrary, neither the Company nor the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by shall have any Person to enforce the obligations of the Purchaser and the Surviving Corporation obligation under this Section 6.86.8 to indemnify any Indemnified Party against any cost, expense, judgment, fine, loss, claim, damage, liability or settlement amount found to have resulted solely from such Indemnified Person's own gross negligence or willful misconduct. Notwithstanding Section 9.7 9.8 hereof, this Section 6.8 is intended to be for the benefit of and to grant third third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained hereinin this Section 6.8.

Agreement to Defend and Indemnify. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers, employees, fiduciary or agents of the Company or otherwise entitled to indemnification under the certificate of incorporation, bylaws or indemnification agreements (the "Indemnified Parties"); PROVIDED, that all rights to indemnification in respect of any claims (each a "Claim") asserted or made shall continue until the disposition of such Claim. It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and Parent will cause the Surviving Corporation shall jointly and severallyCorporation, to the fullest extent permitted under Delaware Law, to indemnify, defend and hold harmless the present and former officersharmless, directors, employees and agents of the Company ("each Indemnified Parties") Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under to the Exchange Act in connection with extent that it was based on the Offer fact that such Indemnified Party is or was a director, officer or employee of the MergerCompany and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation Corporation, as applicable, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; providedPROVIDED, howeverHOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and furtherPROVIDED, providedFURTHER, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 5.7 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; providedPROVIDED, howeverHOWEVER, that if the aggregate annual premiums for such insurance at Surviving Corporation will not be required to expend in any time during such period shall exceed 150year an amount in excess of 200% of the per annum rate of premium annual aggregate premiums currently paid by the Company for such insurance; and PROVIDED, FURTHER, that if the annual premiums of such insurance on the date of this Agreementcoverage exceed such amount, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after will be obligated to obtain a policy with the Effective Time) tobest coverage available, and in the Company (or the Surviving Corporation if after the Effective Time) shallreasonable judgment of its Board of Directors, provide the maximum coverage that shall then be available at an annual premium equal to 150% of for a cost not exceeding such rateamount. This Section 6.8 5.7 shall survive the consummation of the Merger. The Purchaser Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser Parent and the Surviving Corporation under this Section 6.85.7. Notwithstanding Section 9.7 8.7 hereof, this Section 6.8 5.7 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It BY IMR. IMR shall indemnify, save and hold harmless the Buyer, the Transitory Subsidiary, the Surviving Corporation and their respective Affiliates and Representatives (collectively, the "BUYER INDEMNIFIED PARTIES"), from and against any and all costs, losses, Taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, costs for any clean-up, remedial, corrective or response action, costs of compliance activities, fines and penalties), and other losses resulting from any shutdown or curtailment of operations (although each Party hereto who is understood an indemnified party shall, and agreed shall cause its Affiliates and Representatives to, use commercially reasonable efforts to mitigate any such losses), damages to the environment, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement (incurred solely in accordance with the terms, conditions and agreements hereof, including without limitation the provisions of Section 9.2(e)) of any of the foregoing (herein, "DAMAGES"), incurred in connection with, arising out of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by IMR, IMR General or TBC in or pursuant to this Agreement or any of the other Transaction Documents; (ii) any breach of any covenant or agreement made by IMR, IMR General or TBC in or pursuant to this Agreement or any of the other Transaction Documents; (iii) any Damages for Taxes of TBC or any of the TBC Subsidiaries for any taxable periods ending at or before March 31, 1996 (the "PRE-CLOSING TAX PERIOD") whether or not paid or payable at any time prior to or after the Pre-Closing Tax Period, except (a) to the extent of any reserves for such Taxes (other than a Tax Audit Adjustment, as to which indemnification shall be available) reserved on the Closing Balance Sheet, and (b) Damages for disallowed deductions for TBC costs and expenses incurred in connection with the Transactions; (iv) any Damages (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise) for Taxes of any Person (other than TBC or any of the TBC Subsidiaries) with which TBC or any of the TBC Subsidiaries is or has been Affiliated or has filed or has been required to file a consolidated, combined or unitary Tax Return prior to the Closing; (v) any Damages of any nature (absolute, accrued, contingent or otherwise) of TBC or any of the TBC Subsidiaries or any ERISA Affiliate not otherwise reserved for on the Closing Balance Sheet (A) arising under or relating to any TBC Plan other than any Multiemployer Plan with respect to any event, action, failure to act or period prior to the Closing, or (B) arising under or relating to any Multiemployer Plan with respect to any event, action, failure to act or period prior to or up to the end of the fifth calendar year beginning after the Closing, including in connection with any "complete withdrawal" or "partial withdrawal" from such Multiemployer Plan as defined in Sections 4203 and 4205, respectively, of ERISA, but excluding any damages or liabilities under any collective bargaining agreements for breach of contract or unfair labor practice which occurs after the Closing; PROVIDED, HOWEVER, that the Company shallBuyer Indemnified Parties shall be indemnified for Damages pursuant to this Section 9.2(a)(v) only when the aggregate amount of such Damages exceeds $100,000 and, thereafter, only to the fullest extent permitted of such excess; (vi) any Damages in respect of Dissenting Shares (including, without limitation, any costs of establishing fair value of such Dissenting Shares under the Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmlessLaw, and all amounts payable as a result of such valuation proceedings); (vii) any Damages in respect of Sellers' Transactional Expenses; (viii) any Damages in respect of actions or failures to act by IMR General or its Representatives or agents in it capacity as Payment Agent for the TBC Stockholders; (ix) any Damages or obligations arising out of CERCLA, any equivalent state statute or any other Environmental Law or Environmental Claims not otherwise reserved for on the Closing Balance Sheet, except to the extent that such Liability or obligation is caused primarily by actions of Buyer or the Surviving Corporation occurring after the Effective Time, the Purchaser ; and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless the present and former officers, directors, employees and agents (x) any Damages in respect of the Company ("Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable Loan Agreement not otherwise reserved for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained hereinClosing Balance Sheet.

Agreement to Defend and Indemnify. (a) It is understood and agreed that that, subject to the limitations on indemnification contained in the Washington Act, the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyfor a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any Subsidiary and their respective subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 5.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150250% of the per annum rate of premium currently paid by the Company for such insurance on as of the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall will then be available at an annual premium equal to 150250% of such rateper annum rate as of the date of this Agreement. The Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Articles of Incorporation and By-Laws of the Company for a period of not less than six years following the Effective Time. This Section 6.8 5.8 shall survive the consummation of the Merger. The Purchaser This covenant shall cause the Surviving Corporation survive any termination of this Agreement pursuant to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.87.1. Notwithstanding Section 9.7 hereof8.7, this Section 6.8 5.8 is intended to be for the benefit of and to grant third third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Law applicable law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser Parent and the Surviving Corporation shall jointly and severallyshall, for claims, actions, suits, proceedings or investigations referred to below that arise during a period of six years following the Effective Time, to the fullest extent permitted under Delaware Lawapplicable law, indemnify, defend indemnify and hold harmless the present harmless, each director, officer, employee, fiduciary and former officers, directors, employees and agents agent of the Company or any Subsidiary and their respective subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or or, after the Effective Time, Parent and the Surviving Corporation shall pay as incurred the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company Company, Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (Parent or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that the Purchaser shall cause each Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend indemnify and hold harmless the each present and former officersdirector, directorsofficer, manager, employee and agent of each Company and each present and former director, officer, manager, employee, agent or trustee of any employee benefit plan for employees and agents of the such Company (individually, an "Indemnified PartiesEmployee") and collectively, the "Indemnified Employees") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, expenses, judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, including without limitation liabilities whether civil, criminal, administrative or investigative ("Indemnifiable Claim"), arising out of or pertaining to any action or omission occurring prior to the Closing Date (including any which arise out of or relate to the transaction contemplated by this transactionAgreement), whether asserted or commenced prior to or following the Closing Date, to the full extent permitted under applicable law and each Company's Articles of Incorporation and by-laws, Articles of Organization, Certificate of Formation and Operating Agreement, as applicable, as currently in effect. The parties hereto agree that for not less than five (5) years following the Exchange Act Closing Date, the provisions of each Company's Articles of Incorporation and/or by-laws, Articles of Organization, Certification of Formation and Operating Agreement, as applicable, as in connection effect on the date hereof with the Offer or the Mergerrespect to indemnification of officers, directors, employees, and in agents of the Company shall not be modified or amended except as required by law, unless such modification or amendment expands the rights of the Indemnified Employees to indemnification. Purchaser shall cause the Company to advance expenses (including attorneys' fees) to each such Indemnified Employee to the full extent permitted by law. In the event of any such claim, action, suit, proceeding or investigation Indemnifiable Claim (whether arising asserted or commenced before or after following the Effective TimeClosing Date), (ia) the Indemnified Employees may retain counsel reasonably satisfactory to them, and Purchaser shall cause the Company or the Surviving Corporation shall to pay the all reasonable fees and expenses of such counsel selected by for the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, Employees promptly as statements therefor are received, and (iib) Purchaser shall cause the Company and the Surviving Corporation will cooperate to use its commercially reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, provided that neither the Company nor the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (consent, which consent consent, however, shall not be unreasonably withheld); . The parties acknowledge and further, provided, agree that neither the Company nor the Surviving Corporation shall be obliged pursuant to provisions of this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be primarily for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties Employees and the Indemnified Employees shall have third-party beneficiary rights under this Section 6.8 and shall be entitled to enforce the covenants contained hereintheir rights hereunder.

Agreement to Defend and Indemnify. (ai) It is understood and agreed that Purchaser shall cause the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, Subsidiary to the fullest extent permitted under Delaware Law, indemnify, defend indemnify and hold harmless the each present and former officersdirector, directorsofficer, employees employee and agents agent of the Company and each present or former director, officer, employee, agent or trustee of any Benefit Plan (individually, an "Indemnified PartiesEmployee," and collectively, the "Indemnified Employees") against any costs or losses, claims, damages, liabilities, costs, expenses (including including, without limitation, reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities fines and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, including without limitation liabilities whether civil, criminal, administrative or investigative (any of which, an "Indemnified Employee Liability"), arising out of or pertaining to any action or omission occurring prior to the Closing Date (including, without limitation, any which arise out of or relate to the transaction contemplated by this transactionAgreement), under the Exchange Act in connection with the Offer whether asserted or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before commenced prior to or after the Effective TimeClosing Date, to the full extent permitted under the Delaware General Corporation Law (in the case of indemnification by the Subsidiary) and the Illinois Business Corporation Act of 1983 (in the case of indemnification by the Company), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall as such rights to indemnification may be reasonably satisfactory expanded subsequent to the Company or Closing Date under said laws, but subject to the Surviving Corporation, promptly as statements therefor are receivedterms of, and limitations set forth in, the Company's and the Subsidiary's respective Certificate or Articles of Incorporation and by-laws as currently in effect on the date hereof. Purchaser acknowledges and accepts as contract rights (ii) and agrees to cause the Company and the Surviving Corporation will cooperate Subsidiary to honor in accordance with their terms) the defense provisions of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing the Subsidiary's respective Certificate or occurring at or prior to the Effective Time on terms not less favorable than those Articles of Incorporation and/or by-laws as in effect on the date hereof in terms with respect to indemnification of coverage Indemnified Employees (including provisions relating to contributions, advancement of expenses and amounts; providedthe like) and agrees that such provisions shall not be modified or amended except as required by law, however, that if unless such modification or amendment expands the aggregate annual premiums for such insurance at any time during such period shall exceed 150% rights of the per annum rate Indemnified Employees to indemnification (including with respect to contribution, advancement of premium currently paid by expenses and the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the like). Purchaser shall cause the Company (or the Surviving Corporation if after Subsidiary to advance expenses (including attorneys' fees) to each such Indemnified Employee to the Effective Time) tofull extent permitted by law in effect from time to time, subject to the terms of, and limitations set forth in, the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorneyCompany's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 Subsidiary's respective Certificate or Articles of Incorporation and/or by-laws as in effect on the date hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) The Articles of Incorporation and By-Laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of five years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers, employees, fiduciary, agents or otherwise entitled to indemnification under the Articles of Incorporation, By-Laws or indemnification agreements (the "Indemnified Parties") unless required by regulatory authority. It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware Pennsylvania Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser Parent, Merger Sub and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Pennsylvania Law, indemnify, defend and hold harmless the present and former officersharmless, directors, employees and agents of the Company ("each Indemnified Parties") Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 5.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 5.8 shall survive the consummation of the Merger. The Purchaser Merger Sub shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person person to enforce the obligations of the Purchaser Merger Sub and the Surviving Corporation under this Section 6.85.8. Notwithstanding Section 9.7 8.7 hereof, this Section 6.8 5.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood and agreed that Purchasers shall cause each of the General Partners, the Company shalland the Subsidiaries, respectively, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend indemnify and hold harmless the each present and former officersdirector, directorsofficer, employees employee and agents agent of any of the General Partners, the Company or any of the Subsidiaries and each present or former director, officer, employee, agent or trustee of any Benefit Plan, solely in its capacity as an agent of the plan sponsor of such Benefit Plan ("individually, an Indemnified Parties") Employee,” and collectively, the “Indemnified Employees”), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, including without limitation liabilities whether civil, criminal, administrative or investigative, arising out of this transactionor pertaining to any action or omission, solely in their respective capacities as a director, officer, employee or agent of any of the General Partners, the Company or any of the Subsidiaries, occurring prior to the Closing Date (including, without limitation, any which arise out of or relate to the transaction contemplated hereby), but excluding any which arise out of or relate to the Company’s Long Term Performance Unit Plan, whether asserted or commenced prior to or after the Closing Date (“Indemnifiable Claim”), to the full extent permitted under the Exchange Act Company’s and the Subsidiaries’ respective certificate or articles of incorporation, by-laws, agreement of limited partnership or partnership agreement as currently in connection effect (or as such rights to indemnification may be expanded subsequent to the Closing Date under Delaware law). Purchasers acknowledge and accept as contract rights (and agree to cause the General Partners, the Company and the Subsidiaries to honor in accordance with their terms) the Offer provisions of the General Partners’, Company’s and the Subsidiaries’ respective certificate or articles of incorporation, and/or by-laws, and/or agreement of limited partnership or partnership agreement as in effect on the date hereof with respect to indemnification of officers, directors, employees and agents of the General Partners, the Company and the Subsidiaries (including provisions relating to contribution, advancement of expenses and the like). Such provisions shall not be modified or amended, except as required by law, unless such modification or amendment expands the rights of the Indemnified Employees, or provides equivalent rights as in effect on the Closing Date, to indemnification (including with respect to contribution, advancement of expenses and the like). Purchasers shall cause the General Partners, the Company or the MergerSubsidiaries (as the case may be) to advance expenses (including attorneys’ fees) to each such Indemnified Employee to the full extent permitted by law and the General Partners’, the Company’s and the Subsidiaries’ respective certificate or articles of incorporation, by-laws, agreement of limited partnership or partnership agreement as currently in effect, provided that such Indemnified Employee delivers a written undertaking to the General Partners, the Company or the Subsidiaries (as the case may be) to repay such amount if it shall ultimately be determined that such Indemnified Employee is not entitled to be indemnified. In the event of any such claim, action, suit, proceeding or investigation Indemnifiable Claim (whether arising asserted or commenced before or after the Effective TimeClosing Date), subject to the last sentence of this Section 6.5, (ia) the Indemnified Employees may retain counsel satisfactory to them, and Purchasers shall cause the General Partner, the Company or the Surviving Corporation shall Subsidiaries (as the case may be) to pay the reasonable all fees and expenses of such counsel selected by for the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, Employees promptly as statements therefor are received, and (iib) Purchasers shall cause the General Partners, the Company and or the Surviving Corporation will cooperate Subsidiaries to assist in the vigorous defense of any such matter; provided, howeverprovided that none of the General Partners, that neither the Company nor or the Surviving Corporation Subsidiaries shall be liable for any settlement effected without its prior their respective written consent (consent, which consent consent, however, shall not be unreasonably withheld); and further, providedconditioned or delayed. Any Indemnified Employee wishing to claim indemnification under this Section 6.5, that neither upon learning of any Indemnifiable Claim, shall notify the General Partners, the Company nor or the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay Subsidiaries (as the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amountscase may be) thereof; provided, however, that if the aggregate annual premiums for failure of an Indemnified Employee to give such insurance notice shall only relieve Purchasers, the General Partners, the Company and the Subsidiaries (as the case may be) of their indemnification obligation to the extent of actual prejudice resulting therefrom. The Indemnified Employees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Employees, in which case such Indemnified Employees may retain, at any time during such period shall exceed 150% the expense of the per annum rate of premium currently paid by General Partners, the Company for or the Subsidiaries (as the case may be), such insurance on the date number of this Agreement, which amount is disclosed on Schedule 6.8 additional counsel as are necessary to eliminate all conflicts of the Disclosure Schedule, then the Purchaser type referred to above. Nothing in this Section 6.5 shall cause the Company (or the Surviving Corporation if after the Effective Time) tobe deemed to relieve any Indemnified Employee from its obligation to indemnify Purchasers under Article VII, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of no such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce indemnification pursuant to this Section 6.5 with respect to any Indemnifiable Claim to the covenants contained hereinextent such Person has an obligation to indemnify Purchasers with respect to such matter under Article VII. In addition, nothing in this Section 6.5 shall be deemed to entitle any Indemnified Employee to indemnification for any fraudulent, criminal or intentional misconduct.

Agreement to Defend and Indemnify. For a period of six (a6) It is understood and agreed that years following the Company Closing Date, Purchaser shall, to the fullest extent permitted under Delaware Law applicable law, cause the Company and regardless the Subsidiaries to comply with all obligations of whether the Merger becomes effectiveCompany and the Subsidiaries, under their respective certificates or articles of incorporation, by-laws or operating agreements, in each case as currently in effect, to indemnify, defend and hold harmless, and also advance expenses as incurred, to each person who is now or has been prior to the date hereof or who becomes prior to the Closing an officer or director of the Company, any Subsidiary or the Business (the “Indemnified Officers”) against all losses, claims, damages, costs, expenses (including, without limitation, reasonable and documented counsel fees and expenses), settlement payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company, any Subsidiary or the Business, or by reason of the fact that such person is or was a representative of the Company, any Subsidiary or the Business, whether or not asserted or claimed prior to, at or after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severallyClosing. The parties hereto intend, to the fullest extent permitted under Delaware Lawnot prohibited by applicable law, indemnifythat the indemnification provided for in this Section 6.4 shall apply without limitation to acts or omissions, defend or alleged acts or omissions by the Indemnified Officers in their capacities as officers or directors or representatives, as the case may be, other than in the case of willful misconduct, criminal conduct, gross negligence or gross recklessness on the part of such Indemnified Officers. Purchaser acknowledges and hold harmless accepts as contract rights (and agrees to cause the present Company and former the Subsidiaries to honor in accordance with their terms) the provisions of the Company’s and the Subsidiaries’ respective certificate of formation or certificate or articles of incorporation and bylaws as in effect on the date hereof with respect to indemnification of officers, directors, employees and agents of the Company ("Indemnified Parties") against any costs or expenses and the Subsidiaries (including reasonable attorneys' fees)provisions relating to contributions, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out advancement of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any like) and agrees such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent rights shall not be unreasonably withheld); and furthermodified or amended except as required by law, provided, that neither unless such modification or amendment expands the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements rights of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required Officers to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy indemnification (including with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms contribution, advancement of coverage and amounts; provided, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after the Effective Time) to, expenses and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained hereinlike).

Agreement to Defend and Indemnify. (a) If any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that that, subject to the limitations on indemnification contained in the Missouri BCL and the Restated Articles of Incorporation of the Company, the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend indemnify and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend indemnify and hold harmless the present harmless, each director and former officers, directors, employees and agents officer of the Company including, without limitation, officers and directors serving as such on the date hereof ("collectively, the “Indemnified Parties"”) against any costs or expenses (including reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation arising out of or pertaining to any of the transactions contemplated hereby, including without limitation limitation, to the extent permitted by law, liabilities arising out of this transaction, under the Securities Act or the Exchange Act in connection with the Offer Merger or the MergerFinancing, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, received and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 5.9 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests an actual conflict of interest in the outcome of such action. For three six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' ’ and directors' ’ liability insurance covering the Indemnified Parties who are currently covered by the Company's ’s officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if in no event shall the aggregate annual premiums for such insurance at any time during such period shall exceed Surviving Corporation be required to expend more than an amount per year equal to 150% of the per annum rate of premium currently current annual premiums paid by the Company for such insurance on the date of this Agreementto maintain or procure insurance coverage pursuant hereto, in which amount is disclosed on Schedule 6.8 of the Disclosure Schedule, then the Purchaser shall cause the Company (or case the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, shall provide the maximum coverage that shall is then be available at an annual premium equal to for 150% of such rateannual premiums. The Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Restated Articles of Incorporation of the Company for a period of not less than six years following the Effective Time. This Section 6.8 5.9 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8. Notwithstanding Section 9.7 hereof8.7, this Section 6.8 5.9 is intended to be for the benefit of and to grant third third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.

Agreement to Defend and Indemnify. (a) It is understood All rights to indemnification and agreed that the Company shall, to the fullest extent permitted under Delaware Law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company ("Indemnified Parties") against any costs exculpation from liabilities for acts or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, under the Exchange Act in connection with the Offer or the Merger, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received, and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or omissions occurring at or prior to the Effective Time on terms existing in favor of the current or former directors, officers, employees and agents of the Company or each of its Subsidiaries (collectively, the "Indemnified Parties") as provided in their respective certificate of incorporation or bylaws (or comparable organizational documents) will be assumed by the Purchaser and the Purchaser will be directly responsible for such indemnification, without further action, as of the Effective Time and will continue in full force and effect in accordance with their respective terms. From and after the Effective Time and for a period of not less favorable than those six years thereafter, the Purchaser shall, and shall cause the Surviving Corporation to, indemnify and hold harmless any and all Indemnified Parties to the full extent such persons may be indemnified by the Company or such Subsidiaries, as the case may be, pursuant to applicable law, their respective certificates or articles of incorporation or by-laws (or other organizational documents) or pursuant to indemnification agreements as in effect on the date hereof in terms of coverage this Agreement for acts or omissions occurring at or prior to the Effective Time. In addition, from and amounts; providedafter the Effective Time, however, that if the aggregate annual premiums for such insurance at any time during such period shall exceed 150% directors and officers of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, which amount is disclosed on Schedule 6.8 who become or remain directors or officers of the Disclosure Schedule, then the Purchaser shall cause the Company (or the Surviving Corporation if after will be entitled to the Effective Timesame indemnity rights and protections (including those provided by directors' and officers' liability insurance) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to 150% of such rate. This Section 6.8 shall survive the consummation of the Merger. The Purchaser shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees and expenses, incurred by any Person to enforce the obligations of the Purchaser and the Surviving Corporation under this Section 6.8Purchaser. Notwithstanding Section 9.7 any other provision hereof, the provisions of this Section 6.8 is (i) are intended to be for the ----------- benefit of of, and to grant third party will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to Indemnified Parties whether indemnification or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained hereincontribution that any such Person may have by contract or otherwise.