Common use of Continuance of Existing Indemnification Rights Clause in Contracts

Continuance of Existing Indemnification Rights. (a) The Articles of Incorporation and By-laws of the Surviving Corporation shall contain provisions with respect to indemnification of individuals who at any time prior to the expiration of the Amended Offer (or at any time after expiration of the Amended Offer and prior to the Effective Time) were directors, officers, or otherwise entitled to indemnification thereunder (the "Indemnified Parties") which are at least as favorable to each Indemnified Party as the Articles of Incorporation and By-laws of Company as of the date hereof. The Articles of Incorporation and By-laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of an Indemnified Party. For a period of six years from and after the Effective Time, Parent and Surviving Corporation shall indemnify, defend and advance expenses in matters that may be subject to indemnification to the Indemnified Parties with respect to liabilities and claims (and related expenses) made against them resulting from their service as such prior to the Effective Time to the fullest extent permitted under, and subject to the requirements and other provisions of, Company's Articles of Incorporation, By-laws and indemnification agreements in effect on the date of this Agreement and applicable provisions of Law. In addition, for a period expiring six years after the expiration or termination of any consulting obligations under any agreement requiring any Indemnified Party to provide consulting services to Parent or the Surviving Corporation following the expiration of the Amended Offer or the Effective Time, Parent, Company and the Surviving Corporation shall indemnify, defend and advance expenses to Indemnified Parties in matters that would be subject to indemnification with respect to liabilities and claims (and related expenses) made against them resulting from their service as a consultant under any such agreement to the fullest extent permitted under, and subject to the requirements and other provisions of, Company's Articles of Incorporation, By-laws, indemnification and consulting agreements in effect on the date of this Agreement and applicable provisions of Law.

Continuance of Existing Indemnification Rights. (a) The Articles of Incorporation and By-laws of For six years after the Effective Time, Crane shall, or shall cause the Company (or, if after the Effective Time, the Surviving Corporation shall contain provisions with respect to indemnification of individuals Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the expiration of the Amended Offer (date hereof, or at any time after expiration of the Amended Offer and who becomes prior to the Effective Time, a director or an officer (an "Indemnified Person") were directorsof the Company or any of its Subsidiaries against all losses, officersclaims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or otherwise entitled to indemnification thereunder arises out of: (i) the "fact that such Indemnified Parties") which are at least as favorable to each Indemnified Party as the Articles of Incorporation and By-laws of Company as Person is or was a director or an officer of the date hereof. The Articles Company or any of Incorporation and By-laws its Subsidiaries or is or was serving at the request of the Surviving Corporation shall not be amendedCompany or any of its Subsidiaries as a director or an officer of another corporation, repealed partnership, joint venture, trust or otherwise modified for a period other enterprise; or (ii) this Agreement or any of six years after the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Effective Time in any manner that would adversely affect the rights thereunder Time, regardless of an Indemnified Party. For a period of six years from and whether such Claim is asserted or claimed prior to, at or after the Effective Time, Parent and Surviving Corporation shall indemnify, defend and advance expenses in matters that may be subject to indemnification to the Indemnified Parties with respect to liabilities and claims (and related expenses) made against them resulting from their service as such prior to the Effective Time to the fullest full extent permitted under, under the PBCL and subject to the requirements and other provisions of, Company's Articles of Incorporation, Incorporation or By-laws and indemnification agreements in effect on at the date hereof, including provisions relating to advancement of this Agreement and applicable provisions of Law. In addition, for a period expiring six years after expenses incurred in the expiration or termination defense of any consulting obligations under any agreement requiring any Indemnified Party to provide consulting services to Parent or the Surviving Corporation following the expiration of the Amended Offer or the Effective Timesuch Claim; provided, Parenthowever, Company and that neither Crane nor the Surviving Corporation shall indemnifybe required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of Crane or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 5.08. Without limiting the generality of the preceding sentence, defend in the event any Indemnified Person becomes involved in any Claim, after the consummation of the Offer, Crane shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and advance other expenses to Indemnified Parties (including the cost of any investigation and preparation incurred in matters that would be subject to indemnification with respect to liabilities and claims (and related expenses) made against them resulting from their service as a consultant under any such agreement to the fullest extent permitted underconnection therewith), and subject to the requirements and other provisions of, Company's Articles providing by such Indemnified Person of Incorporation, By-laws, indemnification and consulting agreements an undertaking to reimburse all amounts so advanced in effect on the date case of this Agreement and applicable provisions a final nonappealable determination by a court of Lawcompetent jurisdiction that such Indemnified Person is not entitled to be indemnified therefor.

Continuance of Existing Indemnification Rights. (a) The Articles of Incorporation and By-laws of the Surviving Corporation shall contain provisions with respect to indemnification of individuals who at any time prior to the expiration of the Amended Offer (or at any time after expiration of the Amended Offer and prior to the Effective Time) were directors, officers, or otherwise entitled to indemnification thereunder (the "Indemnified Parties") which are at least as favorable to each Indemnified Party as the Articles of Incorporation and By-laws of -28- 30 Company as of the date hereof. The Articles 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 an Indemnified Party. For a period of six years from and after the Effective Time, Parent and Surviving Corporation shall indemnify, defend and advance expenses in matters that may be subject to indemnification to the Indemnified Parties with respect to liabilities and claims (and related expenses) made against them resulting from their service as such prior to the Effective Time to the fullest extent permitted under, and subject to the requirements and other provisions of, Company's Articles of Incorporation, By-laws and indemnification agreements in effect on the date of this Agreement and applicable provisions of Law. In addition, for a period expiring six years after the expiration or termination of any consulting obligations under any agreement requiring any Indemnified Party to provide consulting services to Parent or the Surviving Corporation following the expiration of the Amended Offer or the Effective Time, Parent, Company and the Surviving Corporation shall indemnify, defend and advance expenses to Indemnified Parties in matters that would be subject to indemnification with respect to liabilities and claims (and related expenses) made against them resulting from their service as a consultant under any such agreement to the fullest extent permitted under, and subject to the requirements and other provisions of, Company's Articles of Incorporation, By-laws, indemnification and consulting agreements in effect on the date of this Agreement and applicable provisions of Law.