Common use of Continuance of Existing Indemnification Rights Clause in Contracts

Continuance of Existing Indemnification Rights. (a) For a period of six years from and after the Effective Time, Parent shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and officers of Company or any Company Subsidiary on or before the Effective Time with respect to liabilities and claims (and related expenses) made against them resulting from their service as such prior to the Effective Time with and subject to the requirements and other provisions of Company's Certificate of Incorporation, By-Laws and indemnification agreements in effect on the date of this Agreement and applicable provisions of Law. (b) Parent shall cause to be maintained in effect for a period ending not sooner than the sixth anniversary of the Effective Time directors' and officers' liability insurance providing at least the same coverage with respect to Company's officers and directors as the policies maintained on behalf of directors and officers of Company as of the date hereof, and containing terms and conditions which are no less advantageous, with respect to matters occurring on or prior to the Effective Time (to the extent such insurance is available with respect to such matters); PROVIDED, that in no event shall Parent be required to expend to maintain or procure insurance coverage pursuant to this Section 7.10 an amount per annum in excess of 200% of the current annual premiums for the twelve-month period ended May 31, 1997 (the "Maximum Premium") with respect to such insurance, or, if the cost of such coverage exceeds the Maximum Premium, the maximum amount of coverage that can be purchased or maintained for the Maximum Premium.

Continuance of Existing Indemnification Rights. (a) For a period of six ten years from and after the Effective Time, Parent and Surviving Corporation shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and officers directors, officers, employees or agents of Company or any Company Subsidiary entity in which Parent directly or indirectly held equity securities on or before the Effective Time with respect to liabilities and claims (and related expenses) made against them resulting from their service as such prior to the Effective Time with and subject to the requirements and other provisions of Company's Certificate Articles of Incorporation, By-Laws by- laws and indemnification agreements in effect on the date of this Agreement and applicable provisions of Law. (b) Parent shall cause to be maintained in effect for a period ending not sooner than the sixth anniversary of the Effective Time directors' and officers' liability insurance providing at least the same coverage with respect to Company's directors and officers and directors as the policies maintained on behalf of directors and officers of Company as of the date hereof, and containing terms and conditions which are no less advantageous, with respect to matters occurring on or prior to the Effective Time (to the extent such insurance is available with respect to such matters); PROVIDEDprovided, that in no event shall Parent be required to expend to maintain or procure insurance coverage pursuant to this Section 7.10 7.7 an amount per annum in excess of 200% of the current annual premiums for the twelve-month period ended May 31, 1997 (the "Maximum Premium") with respect to such insurance, or, if the cost of such coverage exceeds the Maximum Premium, the maximum amount of coverage that can be purchased or maintained for the Maximum Premium. (c) Parent shall reimburse all expenses, including attorneys' fees, incurred by any person to enforce the obligations of Parent under this Section 7.7.