Common use of Continuing Coverage Clause in Contracts

Continuing Coverage. For six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore made available to Parent) (the "Indemnified Parties"); provided, however, that in no event will Parent or the Surviving Corporation be required to expend in any one year an amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance (the "Maximum Premium"); and provided further, however, that, if the annual premiums of such insurance coverage exceed such amount, Parent will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium; and provided further, however, that, (i) the Company may elect, subject to Parent's consent not to be unreasonably withheld, by giving written notice to Parent at least thirty (30) calendar days prior to the Effective Time, or (ii) the Parent may elect, in its sole discretion, at any time during such six (6) year period, to have the Company or the Surviving Corporation, as the case may be, purchase in lieu of the foregoing insurance a directors' and officers' liability insurance "tail" or "runoff" insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company's existing directors and officers liability policy, and in all other respects shall be comparable to such existing coverage).

Continuing Coverage. For six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore made available to Parent) (the "Indemnified Parties"); provided, however, that in no event will Parent or the Surviving Corporation be required to expend in any one year an amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance (the "Maximum Premium"); and provided further, however, that, if the annual premiums of such insurance coverage exceed such amount, Parent will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium; and provided further, however, that, (i) if the Company may elect, subject to Parent's consent not to be unreasonably withheldin its sole discretion elects, by giving written notice to Parent at least thirty (30) calendar 30 days prior to the Effective Time, or (ii) the Parent may electthen, in its sole discretion, at any time during such six (6) year period, to have the Company or the Surviving Corporation, as the case may be, purchase in lieu of the foregoing insurance insurance, effective as of the Effective Time, the Company shall purchase a directors' and officers' liability insurance "tail" or "runoff" insurance program to be in effect until for a period of six years after the end of such six (6) year period Effective Time with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company's existing directors and officers liability policy, and in all other respects shall be comparable to such existing coverage), provided that the premium for such "tail" or "runoff" coverage shall not exceed an amount equal to the Maximum Premium. The Company represents that the Maximum Premium is as set forth on Section 5.7(c) of the Company Disclosure Letter.

Continuing Coverage. For From the Effective Time and for a period of six (6) years after thereafter, Parent, Surviving Corporation and, following the Effective TimeSubsequent Merger, Parent the Surviving Company shall cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance maintained by the Company (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageousincluding Side A coverage) covering acts claims arising from factors or omissions occurring events that accrued at or prior to the Effective Time with respect to those Persons who the extent that such claims are currently of the type covered by the Company's ’s existing directors' ’ and officers' ’ liability insurance policy (a copy of which has been heretofore made available delivered to Parent) (the "“Current D&O Policy”), including for acts or omissions occurring in connection with this Agreement and the consummation of the Transactions to the extent that such acts or omissions are covered by the Current D&O Policy) and covering each Indemnified Parties")Party who is covered as of the Effective Time by the Current D&O Policy, in any case on terms with respect to coverage and amounts no less favorable than those of the Current D&O Policy; provided, however, that in no event will Parent or the Parent, Surviving Corporation or Surviving Company be required to expend in any one year an amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance (the "Maximum Premium")Current D&O Policy; and provided provided, further, however, that, if the annual premiums of such insurance coverage exceed such amount, Parent will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premiumsuch amount; and provided provided, further, however, that, (i) the Company may elect, subject to that at Parent's consent not to be unreasonably withheld, by giving written notice to Parent at least thirty (30) calendar days prior to the Effective Time, or (ii) the Parent may elect, in its sole discretion, at any time during such six (6) year period, to have the Company or the Surviving Corporation, as the case may be, purchase ’s option in lieu of the foregoing insurance a directors' and officers' liability coverage, the Surviving Corporation, Surviving Company or Parent may purchase six-year “tail” insurance "tail" or "runoff" insurance program to be coverage in effect until favor of the end of such six (6) year period Indemnified Parties on terms with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to coverage and amounts no less favorable in the Effective Time (such coverage shall have an aggregate coverage limit over than the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company's existing directors and officers liability policy, and in all other respects shall be comparable to such existing coverage)Current D&O Policy.

Continuing Coverage. For From the Effective Time and for a period of six (6) years after thereafter, Parent, Surviving Corporation and, following the Effective TimeSubsequent Merger, Parent the Surviving Company shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageousincluding Side A coverage) covering acts claims arising from factors or omissions occurring events that accrued at or prior to the Effective Time with respect to those Persons who the extent that such claims are currently of the type covered by the Company's existing directors' and officers' liability insurance policy (a copy of which has been heretofore made available delivered to Parent) (the "Indemnified PartiesCurrent D&O Policy"), including for acts or omissions occurring in connection with this Agreement and the consummation of the Transactions to the extent that such acts or omissions are covered by the Current D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time by the Current D&O Policy, in any case on terms with respect to coverage and amounts no less favorable than those of the Current D&O Policy; provided, however, that in no event will Parent or the Parent, Surviving Corporation or Surviving Company be required to expend in any one year an amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance (the "Maximum Premium")Current D&O Policy; and provided provided, further, however, that, if the annual premiums of such insurance coverage exceed such amount, Parent will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premiumsuch amount; and provided provided, further, however, that, (i) the Company may elect, subject to that at Parent's consent not to be unreasonably withheld, by giving written notice to Parent at least thirty (30) calendar days prior to the Effective Time, or (ii) the Parent may elect, in its sole discretion, at any time during such six (6) year period, to have the Company or the Surviving Corporation, as the case may be, purchase option in lieu of the foregoing insurance a directors' and officers' liability insurance coverage, the Surviving Corporation, Surviving Company or Parent may purchase six-year "tail" or "runoff" insurance program to be coverage in effect until favor of the end of such six (6) year period Indemnified Parties on terms with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to coverage and amounts no less favorable in the Effective Time (such coverage shall have an aggregate coverage limit over than the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company's existing directors and officers liability policy, and in all other respects shall be comparable to such existing coverage)Current D&O Policy.