Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification and exculpation for each person who is now or has been prior to the date of the Merger Agreement or who becomes prior to the Effective Time an officer or director of MGF or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amount.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by any of the Subsidiary LLCs now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any of its subsidiaries the Subsidiary LLCs, as provided in the articles of organization or operating agreement of each Subsidiary LLC, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) Each Subsidiary LLC shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation to) either each Subsidiary LLC to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance (maintained by the “Current D&O Policy”) covering acts or omissions at or respective Subsidiary LLC immediately prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill Closing Date (provided that any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Subsidiary LLC may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the respective Subsidiary LLC when compared to the insurance maintained by such Subsidiary LLC as of the Current D&O Policy; date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the respective Subsidiary LLC, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of Buyer and each of the Subsidiary LLCs under this Section 5.07 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.07 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). (d) In the event Buyer, each of the Subsidiary LLCs or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or such Subsidiary LLC, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. (a) The Merger Agreement provides Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company Entities and their Subsidiaries now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer officer, director, or director manager, as applicable, of MGF the Company Entities or any of its subsidiaries (their Subsidiaries, as provided in the “Indemnified Parties”)Governing Documents of the Company Entities or the Subsidiaries of the Company Entities, which is in each case as in effect on the date of this Agreement, or pursuant to any other Contract in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 six (6) years after the Acceptance TimeClosing Date. (b) The Company Entities shall or cause one or more of their Subsidiaries, Parent shall (or shall cause at the Surviving Corporation to) either (i) maintain Purchaser’s sole expense, to obtain and pay for in full as of the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the Closing Date, “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid tail” directors’ and officers’ liability insurance policy covering acts and omissions at or prior to policies (the Acceptance Time “D&O Tail Policies”) with respect to those persons who are currently covered by a claims period of six (6) years from the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered by directors, officers and managers of the Current D&O PolicyCompany Entities and their Subsidiaries, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the Transaction); provided, however, that neither the Company Entities nor their Subsidiaries shall pay or covenant to pay more than 300% of the insurance premium of the existing directors’ and officers’ liability policies of the Company Entities and their Subsidiaries. After the Closing, neither Purchaser, the Company Entities nor any of their Affiliates will take any action to negate, cancel or otherwise modify or terminate such “tail” insurance policies. (c) The obligations of the Purchaser under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any director, officer or manager to whom this Section 6.10 applies without the consent of such affected director, officer or manager (it being expressly agreed that the directors, officers and managers to whom this Section 6.10 applies shall be third-party beneficiaries of this Section 6.10, each of whom may enforce the provisions of this Section 6.10). (d) In the event the Purchaser, the Company Entities or any of their Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess of 250% successors and assigns of the current annual premium; and (iii) if Purchaser, the premium for Company Entities or such Subsidiary, as the Current D&O Policy or any substitutes therefor exceeds such amountcase may be, Parent will purchase a substitute policy with shall assume all of the greatest coverage available for such 250% amountobligations set forth in this Section 6.10.

Director and Officer Indemnification and Insurance. (a) The Merger Agreement provides Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company Entities and their Subsidiaries now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer officer, director, or director manager, as applicable, of MGF the Company Entities or any of its subsidiaries (their Subsidiaries, as provided in the “Indemnified Parties”)Governing Documents of the Company Entities or the Subsidiaries of the Company Entities, which is in each case as in effect on the date of this Agreement, or pursuant to any other Contract in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 six (6) years after the Acceptance TimeClosing Date. (b) The Company Entities shall or cause one or more of their Subsidiaries, Parent shall (or shall cause at the Surviving Corporation to) either (i) maintain Purchaser’s sole expense, to obtain and pay for in full as of the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the Closing Date, “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid tail” directors’ and officers’ liability insurance policy covering acts and omissions at or prior to policies (the Acceptance Time “D&O Tail Policies”) with respect to those persons who are currently covered by a claims period of six (6) years from the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered by directors, officers and managers of the Current D&O PolicyCompany Entities and their Subsidiaries, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with - 37 - the Transaction); provided, however, that neither the Company Entities nor their Subsidiaries shall pay or covenant to pay more than 300% of the insurance premium of the existing directors’ and officers’ liability policies of the Company Entities and their Subsidiaries. After the Closing, neither Purchaser, the Company Entities nor any of their Affiliates will take any action to negate, cancel or otherwise modify or terminate such “tail” insurance policies. (c) The obligations of the Purchaser under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any director, officer or manager to whom this Section 6.10 applies without the consent of such affected director, officer or manager (it being expressly agreed that the directors, officers and managers to whom this Section 6.10 applies shall be third-party beneficiaries of this Section 6.10, each of whom may enforce the provisions of this Section 6.10). (d) In the event the Purchaser, the Company Entities or any of their Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess of 250% successors and assigns of the current annual premium; and (iii) if Purchaser, the premium for Company Entities or such Subsidiary, as the Current D&O Policy or any substitutes therefor exceeds such amountcase may be, Parent will purchase a substitute policy with shall assume all of the greatest coverage available for such 250% amountobligations set forth in this Section 6.10.

Director and Officer Indemnification and Insurance. (a) The Merger Agreement provides Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Acquired Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any the Acquired Companies, as provided in the Charter Documents of its subsidiaries the Acquired Companies, in each case existing on the date of this Agreement for the period prior to and ending upon the Closing, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided b) Prior to the Indemnified Parties by MGF Closing, the Acquired Companies shall, at the Selling Parties’ sole cost and its subsidiaries expense, obtain as of October 8, 2009. For the Closing Date “tail” insurance policies with a claims period of 6 six (6) years after from the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time Closing Date with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement) (“D&O Tail Policy”). (c) The obligations of the Current D&O Policy; Acquired Companies under this Section 6.4 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.4 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.4 applies shall be third-party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4). (d) In the event the Purchaser, the Acquired Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess of 250% successors and assigns of the current annual premium; and (iii) if Purchaser or the premium for Acquired Companies, as the Current D&O Policy or any substitutes therefor exceeds such amountcase may be, Parent will purchase a substitute policy with shall assume all of the greatest coverage available for such 250% amountobligations set forth in this Section 6.4.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Parent agrees that all rights to indemnification, advancement of expenses, and exculpation by the Company existing as of the date hereof in favor of each Person who is now, or has been at any time prior to the Closing Date, an officer, director or employee of the Company (the “Company Indemnified Persons”), as provided in the Company Charter Documents, in each case as in effect as of the date hereof, or pursuant to any other agreements in effect as of the date hereof and disclosed in Schedule 5.16(a), shall survive the Closing, and shall continue in full force and effect in accordance with their respective terms, for a period of 6 six (6) years from and after the Acceptance TimeClosing Date. The Company shall comply with, and shall provide the Company Indemnified Persons with all rights and protections provided in, the Company Charter Documents, in each case as in effect as of the date hereof, or pursuant to any agreements disclosed in Schedule 5.16(a) notwithstanding any subsequent modification, amendment, or termination of any such Company Charter Documents or agreements, and Parent shall (or shall cause the Surviving Corporation to) provide indemnification and exculpation for each person who is now or has been prior Company to the date of the Merger Agreement or who becomes prior to the Effective Time an officer or director of MGF or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time comply with the respect to those persons who are currently covered by the Current D&O Policy or those person whoprovisions of this sentence. (b) Parent acknowledges that, prior to the Effective TimeClosing, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, Company shall purchase a prepaid policy of directors’ and officers’ liability insurance policy covering acts (the “D&O Tail Policy”) which is intended to be in effect for a period of six (6) years after the Closing Date. The Company agrees to purchase the D&O Tail Policy and omissions at or prior to the Acceptance Time Parent agrees that it will take no action, except as contemplated by this Agreement, with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those Company and its maintenance of the Current D&O PolicyTail Policy for such six (6) year period. The insurance premium for the D&O Tail Policy shall be borne equally between Parent and the Company and settled through the Company Transaction and Bonus Expenses; 71 provided, however, that the Company shall bear (through the Company Transaction and Bonus Expenses) 100% of the obligation to pay any premium amount in excess of $8,000. (c) The obligations set forth above do of Parent and the Company under this Section 5.16 shall not extend be terminated or otherwise increase modified in such a manner as to adversely affect any Company Indemnified Person to whom this Section 5.16 applies without the consent of such affected Company Indemnified Person (it being expressly agreed that the Company Indemnified Persons to whom this Section 5.16 applies shall be third-party beneficiaries of this Section 5.16, each of whom may enforce the provisions of this Section 5.16). (d) In the event that Parent or the Company or their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of such Person (as applicable) shall assume all of the obligations of MGF to provide coverage for acts such Person set forth in this Section 5.16 as part of, or omissions of directors or officers of any entity acquired by MGF prior to October 8as a condition to, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountTransaction.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period 7.7.1 All rights to indemnification under Enpath’s Articles of 6 years from Incorporation, By-Laws or indemnification contracts or undertakings existing in favor of those Persons who are, or were, directors and after officers of the Acceptance Time, Parent shall (Enpath at or shall cause the Surviving Corporation to) provide indemnification and exculpation for each person who is now or has been prior to the date of the Merger this Agreement or who becomes prior to the Effective Time an officer or director of MGF or any of its subsidiaries (the “Indemnified Parties”)) shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent permitted by Minnesota law or other applicable law for a period of six years from the Effective Time. Purchaser shall guarantee such performance by the Surviving Corporation. The Articles of Incorporation and the Bylaws of the Surviving Corporation will contain provisions with respect to exculpation, which is indemnification and advancement of expenses that are at least as favorable to such person the indemnified parties as those contained in Enpath’s Articles of Incorporation and Enpath’s Bylaws as in effect on the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8date hereof, 2009. For which provisions will not be amended, repealed or otherwise modified for a period of 6 not less than six years after from the Acceptance Time, Parent shall (or shall cause Effective Time in any manner that would adversely affect the Surviving Corporation to) either (i) maintain the current policy rights thereunder of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person individuals who, immediately prior to the Effective Time, are designated to fill any vacancies on were directors, officers, employees or agent of Enpath’s, unless such a modification is required by Law. 7.7.2 For a period of not less than six years after the MGF BoardEffective Time, or (ii) obtain, the Surviving Corporation shall maintain in consultation with MGF, a prepaid directorseffect the existing policy of officers’ and officersdirectors’ liability insurance policy covering acts and omissions at or maintained by Enpath as of the date of this Agreement in the form disclosed by Enpath to Purchaser prior to the Acceptance Time with respect date of this Agreement (the “Existing Policy”), or purchase an extended reporting period policy (tail) to those persons who are currently covered the Existing Policy; provided, however, that (a) the Surviving Corporation may substitute therefor policies issued by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance an insurance carrier with the Merger Agreement, (i) Parent may substitute one same or more policies for better credit rating as the Current D&O Policy, so long as such substitute policies have Company’s current insurance carrier with at least the same coverage and amounts and contain containing terms and conditions which that are no less advantageous to the covered persons currently covered by than the Current D&O Existing Policy; , and (iib) Parent will the Surviving Corporation shall not be required to pay any annual premium premiums for the Current D&O Existing Policy (or for any substitutes with respect thereto substitute policies) in excess of an amount which equal 250% of the current last annual premium; and premium of the Existing Policy on the date hereof (iii) if the premium “Maximum Amount”). In the event any future annual premiums for the Current D&O Existing Policy (or any substitutes therefor substitute policies) exceeds the Maximum Amount, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Maximum Amount. This Section 7.7 shall survive the consummation of the Merger. Notwithstanding Section 10.3, this Section 7.7 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. 7.7.3 If the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such amountconsolidation or merger, Parent will purchase a substitute policy with or (b) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that the greatest coverage available for such 250% amountIndemnified Parties’ rights thereunder are adequately preserved or provided for.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation by the Company and its Subsidiaries for acts or omissions occurring at or prior to the Closing now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer officer, director, or director manager, as applicable, of MGF the Company or any of its subsidiaries (Subsidiaries, as provided in the “Indemnified Parties”)Governing Documents of the Company or such Subsidiary, which is at least in each case as favorable in effect on the date of this Agreement, or pursuant to such person as any other Contract in effect on the exculpation date hereof, shall survive the Closing and indemnification provided to the Indemnified Parties by MGF shall continue in full force and its subsidiaries as of October 8effect in accordance with their respective terms and shall not be amended, 2009. For repealed or otherwise modified for a period of 6 six (6) years after the Acceptance Time, Parent shall (or shall cause Closing Date in any manner that would adversely affect the Surviving Corporation to) either (i) maintain the current policy rights thereunder of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering such individuals for acts or omissions occurring at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person whoClosing. (b) The Company shall, prior to the Effective Timeat its own expense, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those obtain as of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase Closing Date “tail” insurance policies with a claims period of six (6) years from the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors, officers and managers of the Company and its Subsidiaries when compared to the insurance maintained by or on behalf of the Current D&O Policy; Company and its Subsidiaries as of the date hereof, in each case, with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the Transaction). Alternatively, the Company may, at Cobra Green's expense, arrange for the continuation of the same coverage and amounts, and containing the same terms and conditions as is in force under the policy which provides coverage to Cobra Green as of the Closing Date for the directors, officers and managers of the Company and its Subsidiaries, but solely with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the Transaction) and the maintenance of such coverage for a period of six (6) years from the Closing Date. (c) The obligations of Purchaser and the Company under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any director, officer or manager to whom this Section 6.10 applies without the consent of such affected director, officer or manager (it being expressly agreed that the directors, officers and managers to whom this Section 6.10 applies shall be third-party beneficiaries of this Section 6.10, each of whom may enforce the provisions of this Section 6.10). (d) In the event Purchaser, the Company or any Subsidiary of the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy successors and assigns of Purchaser, the Company or any substitutes with respect thereto in excess of 250% such Subsidiary, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 6.10.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyers agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the LiveArea Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any of its subsidiaries the LiveArea Companies, as provided in the certificate of incorporation, by-laws or other organizational documents, as applicable, of the LiveArea Companies, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.05(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms; provided, however, that that Buyers shall be permitted to revise any such indemnification, advancement of expenses and exculpation provisions in the certificate of incorporation, by-laws or other organizational documents, as applicable, of the LiveArea Companies (i) when required by applicable Law or (ii) to the “Indemnified Parties”), which is at least as extent such revisions are no less favorable to such person as the exculpation and indemnification provided each Person who is now, or has been at any time prior to the Indemnified Parties by MGF and its subsidiaries as date hereof, an officer or director of October 8, 2009. For a period of 6 years after the Acceptance Time, LiveArea Companies. (b) Parent shall (or shall cause the Surviving Corporation to) either (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts maintained for the directors and omissions at or officers of the LiveArea Companies immediately prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy Closing Date (provided that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered by directors and officers of the Current D&O Policy; LiveArea Companies when compared to the insurance maintained as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the LiveArea Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by the Transaction Documents), with the cost of such policies paid for by Parent. (c) The obligations of Buyers and the LiveArea Companies under this Section 5.05 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.05 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.05 applies shall be third-party beneficiaries of this Section 5.05, each of whom may enforce the provisions of this Section 5.05). (d) In the event Buyers, the LiveArea Companies or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyers or the LiveArea Companies, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.05.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer and the Company agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing, an officer or director of MGF or any of its subsidiaries the Company shall survive the Closing and shall continue in full force and effect in accordance with their respective terms. (b) After the “Indemnified Parties”)Closing, which is at least as favorable to such person as the exculpation Company shall, and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation Company to) either , (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that, after the Current D&O Policy that is no less favorable to such indemnified persons than those of Closing Date, the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more therefor policies for the Current D&O Policy, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof) or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not be required less advantageous to pay any annual premium for the Current D&O Policy or any substitutes directors and officers of the Company, in each case with respect thereto to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement); provided that in connection with this Section 6.6(b), neither the Company nor Buyer shall pay a one-time premium (in connection with a single premium tail policy described above) in excess of 250an amount equal to 200% of the current annual premium; premium paid by the Company for its existing coverage or be obligated to pay annual premiums (in connection with any other directors and officers insurance policy described above) in excess of an amount equal to 200% of the current annual premium paid by the Company for its existing coverage. (iiic) if The obligations of the premium for Company and Buyer under this Section 6.6 shall survive the Current D&O Policy Closing and shall not be terminated or modified in such a manner as to adversely affect any Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer or director of the Company to whom this Section 6.6 applies without the consent of such affected Person (it being expressly agreed that such Persons to whom this Section 6.6 applies shall be third-party beneficiaries of this Section 6.6, each of whom may enforce the provisions of this Section 6.6). (d) In the event the Company, Buyer or any substitutes therefor exceeds of their respective successors or permitted assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such amountconsolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, Parent will purchase a substitute policy with then, and in either such case, proper provision shall be made so that the greatest coverage available for such 250% amountsuccessors and permitted assigns of the Company or Buyer, as the case may be, shall assume all of the obligations set forth in this Section 6.6.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Tyler agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Timeexpenses, Parent shall (or shall cause the Surviving Corporation to) provide indemnification and exculpation for by NWS now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Time, an officer or director of MGF NWS, as provided in the Articles of Incorporation or By-laws of NWS, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries other agreements in effect on the date hereof and disclosed on Schedule 7.13, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation tob) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior Prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those NWS shall obtain as of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase Effective Time “tail” insurance policies with a claims period of six (6) years from the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of NWS, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement). The premium amounts for such tail policies shall be fully paid by NWS or accrued on the Current D&O Policybooks and records of NWS prior to the Closing. During the term of such tail policies, neither Tyler nor the Surviving Company shall take any action following the Closing to cause any such tail policy to be cancelled or any provision therein to be amended or waived; provided, that neither Tyler, the Surviving Company (except to the extent of such pre-Closing accrual thereof by NWS), nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such tail policies. (c) The obligations of Tyler under this Section 7.13 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 7.13 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 7.13 applies shall be Third-Party beneficiaries of this Section 7.13, each of whom may enforce the provisions of this Section 7.13). (d) In the event Tyler or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess successors and assigns of 250% Tyler shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 7.13.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period of 6 years from (a) From and after the Acceptance Effective Time, Parent shall (or shall cause it is understood and agreed that all rights to indemnification by the Surviving Corporation to) provide indemnification Company now existing in favor of each present and exculpation for each person who is now or has been prior to the date former director and officer of the Merger Agreement or who becomes prior to the Effective Time an officer or director of MGF or any of its subsidiaries Company (the “Company D&O Indemnified Parties”), which is at least as favorable provided in the Constitutive Documents of the Company, as in effect on the date of this Agreement, or pursuant to such person as any other agreements in effect on the exculpation date hereof shall survive the Merger for the duration of and indemnification provided be subject to the Indemnified Parties by MGF and its subsidiaries as provisions of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current “tail” policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid existing directors’ and officers’ liability insurance policies (the “D & O Insurance”). (b) Buyer shall cause the Surviving Corporation to purchase a “tail” policy covering acts and omissions at or prior to under the Acceptance Time with respect to Company’s existing D&O Insurance that (i) has an effective term of six years from the Effective Time, (ii) covers those persons who are currently covered, or will be covered on or prior to the Effective Time, by the Current D&O Policy that is no less favorable to such indemnified persons than those of Insurance in effect on the Current D&O Policy. The obligations set forth above do not extend date hereof for actions and omissions occurring on or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; Effective Time and (iii) if contains terms and conditions (including without limitation coverage amounts) that are at least as favorable in the aggregate as the terms and conditions of the D&O Insurance in effect on the date hereof. Notwithstanding the foregoing, in no event shall Buyer or the Surviving Corporation be obligated to expend an aggregate amount for such tail policy in excess of 175% of the premium paid by the Company in the year ending December 31, 2010 for D&O Insurance in order to maintain or procure insurance coverage pursuant to this paragraph. (c) This Section 5.13 shall survive consummation of the Current Merger at the Effective Time, is intended to benefit the Company, Buyer, the Surviving Corporation and the Company D&O Policy Indemnified Parties, and shall be binding on all successors and assigns of Buyer and the Surviving Corporation. (d) The obligations of Buyer and the Surviving Corporation under this Section 5.13 shall not be terminated or modified in such a manner as to adversely affect any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with Company D&O Indemnified Parties to whom this Section 5.13 applies without the greatest coverage available for such 250% amountconsent of the affected Person (it being expressly agreed that the Company D&O Indemnified Parties to whom this Section 5.13 applies shall be third party beneficiaries of this Section 5.13).

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period (a) From the Closing Date through the sixth (6th) anniversary of 6 years from the Closing Date, Buyer shall, and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation Company Entities to) provide indemnification , indemnify and exculpation for hold harmless each person who is now or has been present (as of immediately prior to the date Closing) and former officer or director of the Merger Agreement Company Entities (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or who becomes prior investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the Effective Time fact that the Indemnified Person is or was an officer or director of MGF the Company Entities or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (ii) matters existing or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions occurring at or prior to the Acceptance Time Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent provided under the Organizational Documents of the Company Entities in effect as of the date hereof. (b) No amendment or modification of the Company Entity’s Organizational Documents shall adversely impact the rights of any Indemnified Person pursuant to Section 5.09(a). (c) Prior to the Closing, Seller shall cause the Company to obtain at no expense to the beneficiaries one or more non-cancellable “tail” insurance policies with claims periods of at least six (6) years following the respect Closing, and with substantially equivalent coverage and amounts as, and containing terms no less favorable, in the aggregate, to those persons the former officers and directors of the Company Entities than, the Company’s director and officer liability insurance as of the date of this Agreement, including coverage for acts and omissions of the individuals who are currently covered by were officers and/or directors of the Current D&O Policy Company or those person who, any Subsidiary (in such capacities) prior to the Effective Time, are designated Closing with respect to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions matters arising at or prior to the Acceptance Time with respect to those persons who are currently covered by Closing (the Current “D&O Policy that is no less favorable to such indemnified persons than those Tail Policies”). All costs of the Current D&O Policy. The Tail Policies pursuant to this Section 5.09(c) shall be borne by Seller. (d) In the event that Buyer or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the successors and assigns of Buyer or its Subsidiaries, as the case may be, shall assume the obligations set forth above do not extend or otherwise increase the obligations in this Section 5.09. (e) The provisions of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies this Section 5.09 are intended for the Current D&O Policybenefit of, so long as such substitute policies have at least the same coverage and amounts will be enforceable by, each current and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy former officer, director, manager or any substitutes with respect thereto in excess similar functionary of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amounteach Company Entity.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period of 6 years from (a) From and after the Acceptance TimeClosing Date, Parent shall (or the Company shall, and Buyer shall cause the Surviving Corporation Company to: (i) provide indemnification indemnify and exculpation for hold harmless each person who is now present or has been prior to the date of the Merger Agreement or who becomes prior to the Effective Time an officer former officer, manager or director of MGF or any of its subsidiaries the Company (the each, a “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O PolicyCovered Person”) covering acts from and against any Losses resulting from or omissions at arising in connection with any threatened, pending or completed proceeding arising out of or pertaining to any act, omission, event or circumstance occurring on or prior to the Acceptance Time with Closing Date, whether asserted or commenced prior to, on or after the respect Closing Date (each, a “D&O Claim”), to those persons who are currently covered the fullest extent required or permitted by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies provisions as in effect on the MGF Board, date hereof (the “D&O Indemnification Provisions”) of the Company’s Organizational Documents or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior pursuant to the Acceptance Time any applicable Law with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those indemnification of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O PolicyCovered Persons; (ii) Parent will not be advance expenses to any applicable Covered Persons in connection with any D&O Claim involving such Covered Person to the fullest extent required to pay any annual premium for or permitted by the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premiumIndemnification Provisions; and (iii) if honor the premium D&O Indemnification Provisions as contract rights in favor of the Covered Persons with respect to any D&O Claim. (b) All rights to exculpation and indemnification now existing in favor of the Covered Persons as provided in the Company’s Organizational Documents on the date hereof shall be maintained in such documents and shall survive the Closing and shall continue in full force and effect in accordance with their terms. Buyer shall not cause or permit the Company to amend the Company’s Organizational Documents in any way that would violate the foregoing provisions of this Section 5.02, except to the extent required by applicable Law. If the Company is reorganized into any other form of legal entity other than a Delaware corporation, Buyer shall ensure that the Organizational Documents for such reorganized entity contain substantially equivalent provisions for the Current D&O Policy continued exculpation and indemnification of the Covered Persons as provided in the Company’s certificate of incorporation and bylaws existing on the date hereof. (c) The obligations of Buyer and the Company under this Section 5.02 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.02 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.02 applies shall be third-party beneficiaries of this Section 5.02, each of whom may enforce the provisions of this Section 5.02). (d) In the event Buyer, the Company or any substitutes therefor exceeds of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such amountconsolidation or merger or (ii) transfers all of substantially all of its properties and assets to any Person, Parent will purchase a substitute policy with then, and in either such case, proper provision shall be made so that the greatest coverage available for such 250% amountsuccessors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.02.

Director and Officer Indemnification and Insurance. The (a) RDE and Merger Agreement provides Sub agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by CardCash now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF CardCash, as provided in the certificate of incorporation or bylaws of CardCash, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries (other agreements in effect on the “Indemnified Parties”date hereof and disclosed on Schedule 5.15(a), which is at least as favorable to such person as shall survive the exculpation Closing and indemnification provided to the Indemnified Parties by MGF shall continue in full force and its subsidiaries as of October 8effect in accordance with their respective terms. (b) The Surviving Corporation shall, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or and RDE shall cause the Surviving Corporation to) either to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by CardCash immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Surviving Corporation may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of CardCash when compared to the insurance maintained by CardCash as of the Current D&O Policy; date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of CardCash when compared to the insurance maintained by CardCash as of the date hereof, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of RDE and the Surviving Corporation under this Section 5.15 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.15 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.15 applies shall be third-party beneficiaries of this Section 5.15, each of whom may enforce the provisions of this Section 5.15). (d) In the event RDE, the Surviving Corporation or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of RDE or the Surviving Corporation, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.15.

Director and Officer Indemnification and Insurance. (a) The Merger Agreement provides Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Acquired Companies now existing in favor of each person Person who is now now, or 50 has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any the Acquired Companies, as provided in the Charter Documents of its subsidiaries the Acquired Companies, in each case existing on the date of this Agreement for the period prior to and ending upon the Closing, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided b) Prior to the Indemnified Parties by MGF Closing, the Acquired Companies shall, at the Selling Parties’ sole cost and its subsidiaries expense, obtain as of October 8, 2009. For the Closing Date “tail” insurance policies with a claims period of 6 six (6) years after from the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time Closing Date with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement) (“D&O Tail Policy”). (c) The obligations of the Current D&O Policy; Acquired Companies under this Section 6.4 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.4 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.4 applies shall be third-party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4). (d) In the event the Purchaser, the Acquired Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess of 250% successors and assigns of the current annual premium; and (iii) if Purchaser or the premium for Acquired Companies, as the Current D&O Policy or any substitutes therefor exceeds such amountcase may be, Parent will purchase a substitute policy with shall assume all of the greatest coverage available for such 250% amountobligations set forth in this Section 6.4.

Director and Officer Indemnification and Insurance. ‌ (a) The Merger Agreement provides SPAC and the Buyer agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the Articles of Incorporation (or similar document) or Amended and Restated By-Laws of the Company, in each case as in effect on the Agreement Date, or pursuant to any of its subsidiaries (other agreements in effect on the “Indemnified Parties”date hereof and disclosed in Schedule 6.11(a), which is will survive the Closing Date and will continue in full force and effect in accordance with their respective terms. (b) At the Closing, the Buyer and the SPAC will cause the Company, at least as favorable the shared expense of the Buyer and the Sellers, to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries obtain as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability Closing Date “tail” insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies policies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid Company’s directors’ and officers’ liability insurance policy covering acts and omissions at or (as maintained by the Company immediately prior to the Acceptance Time Closing Date) with respect to those persons who are currently covered by a claims period of six (6) years from the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of Buyer, the Current D&O PolicySPAC and the Company under this Section 6.11 will not be terminated or modified in such a manner as to adversely affect any director or officer of the Company to whom this Section 6.11 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers of the Company to whom this Section 6.11 applies will be third-party beneficiaries of this Section 6.11, each of whom may enforce the provisions of this Section 6.11). (d) In the event the Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) Parent transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision will not be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess of 250% successors and assigns of the current annual premium; and (iii) if Company, as the premium for case may be, will assume all of the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 6.11.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period (a) Buyer agrees that, subject to Section 5.9, all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director Board Member of MGF the Company, as provided in the Organizational Documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation b) The Sellers represent and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person whowarrant that, prior to the Effective TimeClosing, the Company has obtained, and provided to Buyer true, complete and correct copies of, “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are designated not less advantageous to fill any vacancies on such directors and officers and the MGF BoardCompany, or (ii) obtain, in consultation with MGF, a prepaid as the policies of directors’ and officers’ liability insurance policy covering acts and omissions at currently maintained by the Company, in each case with respect to Proceedings arising out of or relating to events that occurred on or prior to the Acceptance Time Closing Date (including in connection with respect the transactions contemplated by this Agreement) (the “Tail Policy”). Buyer shall cause the Company to those persons who are currently covered by maintain the Current D&O Tail Policy in full force and effect for the term of such Tail Policy. (c) The obligations of Buyer pursuant to this Section 5.4 shall not be terminated, limited or modified in such a manner as to adversely affect any Board Member, officer or manager to whom this Section 5.4 applies without the prior written consent of such affected Board Member, officer or manager (it being expressly agreed that is no less favorable the Board Members, officers and managers to whom this Section 5.4 may apply shall be third-party beneficiaries of this Section 5.4, each of whom may enforce the provisions of this Section 5.4 as if such indemnified persons than those Board Member, officer or manager were a party hereto). (d) In the event Buyer or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer shall expressly assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 5.4.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by Enterprises or the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement or who becomes prior to the Effective Time hereof, an officer or director of MGF Enterprises or the Company, as provided in the certificate of incorporation or bylaws of Enterprises or the Company, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) Enterprises shall cause the Company (or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable successors through merger or consolidation) to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those Closing Date, or (ii) obtain as of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase Closing Date “tail” insurance policies with a claims period of six (6) years from the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of Enterprises and the Company, in each case with respect to claims arising out of or relating to events which occurred prior to the Effective Time (including in connection with the transactions contemplated by this Agreement); provided, however, that in no event shall Enterprises and the Current D&O Policy; Company (taken together) be required to expend for such policy a premium amount in excess of the amount set forth in Section 6.04(b) of the Disclosure Schedules. (c) The obligations of Buyer, Enterprises and the Company under this Section 6.04 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.04 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.04 applies shall be third-party beneficiaries of this Section 6.04, each of whom may enforce the provisions of this Section 6.04). (d) In the event Buyer, Enterprises or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy successors and assigns of Buyer or any substitutes with respect thereto Enterprises shall assume all of its obligations set forth in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 6.04.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the certificate of incorporation or bylaws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) The Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation to) either Company to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance (maintained by the “Current D&O Policy”) covering acts or omissions at or Company immediately prior to the Acceptance Time with Closing Date (provided that the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of Buyer and the Company under this Section 5.07 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.07 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). (d) In the event Buyer, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Acquired Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any of its subsidiaries the Acquired Companies, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “Indemnified PartiesD&O Provisions”), which is at least as favorable to such person as shall survive the exculpation Closing Date and indemnification provided to the Indemnified Parties by MGF shall continue in full force and its subsidiaries as of October 8effect in accordance with their respective terms. (b) The Company shall, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or and Buyer shall cause the Surviving Corporation to) either Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Acquired Companies when compared to the insurance maintained by the Current D&O Policy; Acquired Companies as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto expend an amount in excess of 250300% of the current annual premiumpremium currently paid by the Company for such insurance; and (iii) provided, further, that if the premium for the Current D&O Policy or any substitutes therefor exceeds annual premiums of such insurance coverage exceed such amount, Parent will purchase Buyer shall be obligated to obtain a substitute “tail” insurance policy with the greatest coverage available for a cost not exceeding such 250% amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies under this Section 6.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 applies shall be third-party beneficiaries of this Section 6.07, each of whom may enforce the provisions of this Section 6.07). (e) In the event Buyer, any Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.07.

Director and Officer Indemnification and Insurance. The (a) Parent and Merger Agreement provides Sub agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any the Company, as provided in the Company Operating Agreement shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, at its sole cost and expense, obtain as of its subsidiaries the Closing Date “tail” insurance policies with a claims period of six (6) years from the “Indemnified Parties”), which is Closing Date with at least as favorable to such person as the exculpation same coverage and indemnification provided amounts, and containing terms and conditions that are not less advantageous to the Indemnified Parties directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by MGF this Agreement). The Surviving Company shall, and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation toCompany to maintain in effect for a period of six (6) either (i) maintain years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Surviving Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof). (c) The obligations of Parent and the Surviving Company under this Section 5.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.05 applies shall be third-party beneficiaries of this Section 5.05, each of whom may enforce the provisions of this Section 5.05). (d) In the event Parent, the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent will not be required to pay any annual premium for or the Current D&O Policy or any substitutes with respect thereto in excess of 250% Surviving Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.05.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period of 6 years from (a) Acquiror, Sub, Surviving Sub and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification agree that all rights to indemnification, advancement of expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date hereof, an officer or director of the Merger Agreement Company, as provided in the Certificate of Incorporation or who becomes Bylaws of the Company, in each case as in effect on the Closing Date, shall survive the Effective Time and shall continue in full force and effect in accordance with their respective terms. (b) Prior to the Effective Time, the Company obtained a “tail” insurance policy (the “D&O Tail Policy”) with a claims period of six (6) years from the Effective Time with coverage of claims arising out of or relating to events which occurred on or prior to the Effective Time an officer or director of MGF or any of its subsidiaries (including in connection with the “Indemnified Parties”transactions contemplated by this Agreement), which is at least as favorable to such person as the exculpation . From and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Effective Time, Parent shall (or shall cause the Surviving Corporation to) either (i) shall maintain the current policy D&O Tail Policy in full force and effect for the term of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current such D&O Tail Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered . The D&O Tail Policy shall either be paid in full by the Current D&O Policy or those person who, Company prior to the Effective TimeTime or the cost of the D&O Tail Policy shall constitute a Transaction Expense. (c) The obligations of the Acquiror and the Surviving Corporation under this Section 5.19 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.19 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.19 applies shall be third-party beneficiaries of this Section 5.19, are designated to fill each of whom may enforce the provisions of this Section 5.19). (d) In the event Acquiror, the Surviving Corporation or any vacancies on of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the MGF Board, continuing or surviving corporation or entity in such consolidation or merger or (ii) obtaintransfers all or substantially all of its properties and assets to any Person, then, and in consultation with MGFeither such case, a prepaid directors’ proper provision shall be made so that the successors and officers’ liability insurance policy covering acts assigns of Acquiror and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by Surviving Corporation, as the Current D&O Policy that is no less favorable to such indemnified persons than those case may be, shall assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 5.19. ARTICLE VI [INTENTIONALLY OMITTED.] ARTICLE VII [INTENTIONALLY OMITTED.]

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer Group agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the articles of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.07(a) of its subsidiaries the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) The Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer Group shall cause the Surviving Corporation to) either Company to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The payment of all premiums and other costs associated with the insurance policies described in this Section 5.07(b) shall be the sole responsibility of Sellers and shall be deemed Company Transaction Expenses. The Company shall, and Buyer Group shall cause the Company to deliver to Sellers complete and correct copies of the aforementioned “tail” insurance policies, including reasonably detailed evidence of payment of the aforementioned premiums and other costs, promptly following the Company’s receipt of such policies and payment of such amounts. (c) The obligations of Buyer Group and the Company under this Section 5.07 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.07 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). (d) In the event Parent, Buyer, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent, Buyer or the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period 7.7.1 All rights to indemnification under Enpath's Articles of 6 years from Incorporation, By-Laws or indemnification contracts or undertakings existing in favor of those Persons who are, or were, directors and after officers of the Acceptance Time, Parent shall (Enpath at or shall cause the Surviving Corporation to) provide indemnification and exculpation for each person who is now or has been prior to the date of this Agreement (the "Indemnified Parties") shall survive the Merger Agreement or who becomes prior and shall be observed by the Surviving Corporation to the fullest extent permitted by Minnesota law or other applicable law for a period of six years from the Effective Time an officer or director Time. Purchaser shall guarantee such performance by the Surviving Corporation. The Articles of MGF or any Incorporation and the Bylaws of its subsidiaries (the “Indemnified Parties”)Surviving Corporation will contain provisions with respect to exculpation, which is indemnification and advancement of expenses that are at least as favorable to such person the indemnified parties as those contained in Enpath's Articles of Incorporation and Enpath's Bylaws as in effect on the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8date hereof, 2009. For which provisions will not be amended, repealed or otherwise modified for a period of 6 not less than six years after from the Acceptance Time, Parent shall (or shall cause Effective Time in any manner that would adversely affect the Surviving Corporation to) either (i) maintain the current policy rights thereunder of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person individuals who, immediately prior to the Effective Time, are designated to fill any vacancies on were directors, officers, employees or agent of Enpath's, unless such a modification is required by Law. 7.7.2 For a period of not less than six years after the MGF BoardEffective Time, or (ii) obtain, the Surviving Corporation shall maintain in consultation with MGF, a prepaid effect the existing policy of officers' and directors’ and officers’ ' liability insurance policy covering acts and omissions at or maintained by Enpath as of the date of this Agreement in the form disclosed by Enpath to Purchaser prior to the Acceptance Time with respect date of this Agreement (the "Existing Policy"), or purchase an extended reporting period policy (tail) to those persons who are currently covered the Existing Policy; provided, however, that (a) the Surviving Corporation may substitute therefor policies issued by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance an insurance carrier with the Merger Agreement, (i) Parent may substitute one same or more policies for better credit rating as the Current D&O Policy, so long as such substitute policies have Company's current insurance carrier with at least the same coverage and amounts and contain containing terms and conditions which that are no less advantageous to the covered persons currently covered by than the Current D&O Existing Policy; , and (iib) Parent will the Surviving Corporation shall not be required to pay any annual premium premiums for the Current D&O Existing Policy (or for any substitutes with respect thereto substitute policies) in excess of an amount which equal 250% of the current last annual premium; and premium of the Existing Policy on the date hereof (iii) if the premium "Maximum Amount"). In the event any future annual premiums for the Current D&O Existing Policy (or any substitutes therefor substitute policies) exceeds the Maximum Amount, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Maximum Amount. This Section 7.7 shall survive the consummation of the Merger. Notwithstanding Section 10.3, this Section 7.7 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. 7.7.3 If the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such amountconsolidation or merger, Parent will purchase a substitute policy with or (b) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that the greatest coverage available for such 250% amountIndemnified Parties' rights thereunder are adequately preserved or provided for.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.06 of its subsidiaries the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) The Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation to) either Company to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of 6 years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of Buyer and the Company under this Section 5.06 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.06 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.06 applies shall be third-party beneficiaries of this Section 5.06, each of whom may enforce the provisions of this Section 5.06). (d) In the event Buyer, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.06.

Director and Officer Indemnification and Insurance. The (a) Parent and Merger Agreement provides Sub agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Time, an officer or director of MGF the Company or any included Subsidiary, as provided in the certificate of its subsidiaries incorporation or by-laws of the Company or such included Subsidiary, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Effective Time and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) The Surviving Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either Company to (i) maintain the current policy in effect for a period of MGF’s directors’ and officers’ fiduciary liability insurance six (the “Current D&O Policy”6) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to years after the Effective Time, are designated to fill any vacancies on if available, the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid current policies of directors’ and officers’ liability insurance policy covering acts maintained by the Company immediately prior to the Closing Date (provided that the Surviving Company may substitute therefor policies, of substantially equivalent coverage and omissions at amounts and containing terms and conditions that are not materially less advantageous in the aggregate to the directors and officers of the Company when compared to the insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Effective Time “tail” insurance policies with a claims period of six (6) years from the Effective Time with substantially equivalent coverage and amounts, and containing terms and conditions that are not materially less advantageous in the aggregate to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Acceptance Effective Time (including in connection with respect the transactions contemplated by this Agreement). (c) The obligations of Parent and the Surviving Company under this Section 5.04 shall not be terminated or modified in such a manner as to those persons who are currently covered by adversely affect any director or officer to whom this Section 5.04 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that is no less favorable the directors and officers to whom this Section 5.04 applies shall be third-party beneficiaries of this Section 5.04, each of whom may enforce the provisions of this Section 5.04). (d) In the event Parent, the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such indemnified persons than those consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 5.04.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company and its subsidiaries now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company or any of its subsidiaries subsidiaries, as provided in the certificate of incorporation or bylaws of the Company (or similar organizational documents of any subsidiary of the “Indemnified Parties”Company), which is at least in each case as favorable in effect on the date of this Agreement, or pursuant to such person as any other agreements in effect on the exculpation date hereof, shall survive the Closing Date and indemnification provided to the Indemnified Parties by MGF shall continue in full force and its subsidiaries as of October 8effect in accordance with their respective terms. (b) The Company shall, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or and Buyer shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior Company to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those obtain as of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase Closing Date “tail” insurance policies with a claims period of six years from the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). Seller shall pay 100% of the Current D&O Policy; premium for such “tail” insurance policies. (c) The obligations of Buyer and the Company under this Section 5.04 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.04 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.04 applies shall be third-party beneficiaries of this Section 5.04, each of whom may enforce the provisions of this Section 5.04). (d) In the event Buyer, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy successors and assigns of Buyer or any substitutes with respect thereto in excess of 250% the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.04.

Director and Officer Indemnification and Insurance. (a) The Merger Agreement provides Buyer Parties agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Acquired Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer officer, director, member, manager or director other position of MGF the Acquired Companies, as provided in the certificate of incorporation, by-laws or other governing documents of such Acquired Companies, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Schedule 5.8 of the Seller Parties Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Acquired Companies shall, at no cost to Xxxxxx, Xxxx or any of its subsidiaries (other beneficiary, and the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation to) either Acquired Companies, to (i) maintain in effect for a period of six (6) years after the Closing Date, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and errors and omissions at or liability insurance maintained by the Acquired Companies immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Acquired Companies may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to, in the case of the directors’ and officers’ liability insurance, the directors and officers of the Acquired Companies or, in the case of the errors and omissions insurance, the Acquired Companies, in each case, when compared to the persons currently covered insurance maintained by the Current D&O Policy; Acquired Companies as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to, in the case of the directors’ and officers’ liability insurance, the officer, director, member, manager or other applicable beneficiary of the Acquired Companies or, in the case of the errors and omissions insurance, the Acquired Companies, in each case, with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of the Buyer Parties and the Acquired Companies under this Section 5.8 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.8 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the Persons to whom this Section 5.8 applies shall be third-party beneficiaries of this Section 5.8, each of whom may enforce the provisions of this Section 5.8). (d) In the event the Buyer Parties, the Acquired Companies or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the current annual premium; and (iii) if Buyer Parties or the premium for Acquired Companies, as the Current D&O Policy or any substitutes therefor exceeds such amountcase may be, Parent will purchase a substitute policy with shall assume all of the greatest coverage available for such 250% amountobligations set forth in this Section 5.8.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.04(a) of its subsidiaries (the “Indemnified Parties”)Disclosure Schedules, which is shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 five (5) years after the Acceptance TimeClosing Date. (b) The Company shall, Parent shall (or and Buyer shall cause the Surviving Corporation to) either Company to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance (maintained by the “Current D&O Policy”) covering acts or omissions at or Company immediately prior to the Acceptance Time with Closing Date (provided that the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof), or (ii) Parent obtain as of the Closing Date "tail" insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). Seller agrees to cause the Company, prior to the Closing, to disclose in writing to Buyer any existing claims, threats of claims or circumstances Known to Seller that may lead to potential liability related to the operation of the Company’s practice prior to the Closing Date. Seller will pay the incremental cost of insurance that the Company is required to maintain or obtain under this Section 5.04(b). (c) The obligations of Buyer and the Company under this Section 5.04 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.04 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.04 applies shall be third-party beneficiaries of this Section 5.04, each of whom may enforce the provisions of this Section 5.04). (d) In the event Buyer, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.04.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Corporation now existing in favour of each person Person who is now now, or has been prior to at any time before the date of the Merger Agreement hereof or who becomes prior to before the Effective Time Closing Date, an officer or director of MGF the Corporation, as provided in the constating documents of the Corporation, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries other agreements in effect on the date hereof and disclosed in the Data Room, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or b) The Purchaser shall cause the Surviving Corporation to) either , (i) maintain in effect for a period of six years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered maintained by the Current D&O Policy Corporation immediately before the Closing Date (provided that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Corporation may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Corporation when compared to the insurance maintained by the Current D&O Policy; Corporation as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Corporation, in each case with respect to claims arising out of or relating to events which occurred on or before the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of the Purchaser under this Section 6.5 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 6.5 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.5 applies shall be third-party beneficiaries of this Section 6.5, each of whom may enforce the provisions of this Section 6.5). (d) If Purchaser, the Corporation or any substitutes with respect thereto in excess of 250% their respective successors or assigns transfers all or substantially all of its properties to any Person, then proper provision shall be made so that the successors and assigns of the current annual premium; and (iii) if Purchaser or the premium for Corporation, as the Current D&O Policy or any substitutes therefor exceeds such amountcase may be, Parent will purchase a substitute policy with shall assume all of the greatest coverage available for such 250% amountobligations set forth in this Section 6.5.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period (a) Each of 6 years from Buyer and the Company (and after the Acceptance Effective Time, Parent the Surviving Corporation) agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the Effective Time, an officer or director of the Company in accordance with the Company's Articles of Incorporation and Company Bylaws, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective (or b) The Company (and after the Effective time, the Surviving Corporation) shall, and Buyer shall cause the Surviving Corporation to) provide indemnification and exculpation for each person who is now or has been prior to the date of the Merger Agreement or who becomes prior to the Effective Time an officer or director of MGF or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain in effect for a period of three (3) years after the Closing Date, if available, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance (maintained by the “Current D&O Policy”) covering acts or omissions at or Company immediately prior to the Acceptance Time with Closing (provided that the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Surviving Corporation may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of three (3) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing (including in connection with the transactions contemplated by this Agreement). (c) The obligations of Buyer and the Company (and after the Effective Time, the Surviving Corporation) under this Section 8.3 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 8.3 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 8.3 applies shall be third-party beneficiaries of this Section 8.3, each of whom may enforce the provisions of this Section 8.3). (d) In the event Buyer, the Company (and after the Effective Time, the Surviving Corporation) or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company (and after the Effective Time, the Surviving Corporation), as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 8.3.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that for a period (a) Purchaser agrees that, to the maximum extent permitted by applicable Laws, all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Companies, as provided in the Organizational Documents of the Companies, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.05 of its subsidiaries the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries b) The Companies shall obtain as of October 8, 2009. For the Closing Date “tail” insurance policies with a claims period of 6 six (6) years after from the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time Closing Date with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of such tail policy shall constitute a Transaction Expense. (c) It is the Current D&O Policy; intent of the parties that with respect to all obligations with respect to indemnification and advancement of expenses under this Section 6.05 that the Companies shall be the indemnitors of first resort and accordingly shall be the source of advancement, reimbursement and indemnification. Except as provided in Article VIII, neither Purchaser nor any Company shall have any right to seek contribution, indemnity or other reimbursement for any of its obligations under this Section 6.05 from any Seller (or any Person that is or was an Affiliate of any Seller, other than any Company). (d) The obligations of Purchaser and the Companies under this Section 6.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.05 applies shall be third-party beneficiaries of this Section 6.05, each of whom may enforce the provisions of this Section 6.05). (e) In the event Purchaser, the Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, unless such assumption occurs by operation of law, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy successors and assigns of Purchaser or any substitutes with respect thereto in excess of 250% the Companies, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 6.05.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that (a) From and after the Closing Date, Buyer shall, for a period of 6 years from and after the Acceptance Timenot less than six (6) years, Parent shall (or shall cause the Surviving Corporation to) provide Company Group to continue to indemnify, defend and hold harmless, to the same extent as provided in the Company Group’s organizational documents as in effect on the date hereof, the individuals who on or prior to the Closing Date were directors, officers, employees or agents of the Company Group, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation with respect to any acts or omissions by them in their capacities as such or taken at the request of the Company Group at any time on or prior to the Closing Date. Buyer agrees that all rights of such Persons to indemnification and exculpation from liabilities for each person who is now or has been prior to the date of the Merger Agreement or who becomes prior to the Effective Time an officer or director of MGF or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions occurring at or prior to the Acceptance Time Closing Date as provided in the organizational documents of the Company Group as currently in effect and any indemnification agreements or arrangements of the Company Group disclosed on Section 3.09(a) of the Disclosure Schedules shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the respect to those persons who are currently covered rights of such Persons unless such modification is required by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, applicable Law. Buyer shall purchase a prepaid directors’ and officers’ liability tail insurance policy covering acts (the “Tail Policy”), including for managers and omissions officers of the Company Group, for six (6) years from the Closing Date with respect to matters existing or occurring at or prior to the Acceptance Time Closing Date. The cost of such Tail Policy shall be borne solely by Buyer. (b) The obligations of Buyer and the Company Group under this Section 6.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.05 applies shall be third-party beneficiaries of this Section 6.05, each of whom may enforce the provisions of this Section 6.05. (c) In the event Buyer, the Company Group or any of their respective successors or assigns (i) consolidates with respect or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to those persons who are currently covered by any Person, then, and in either such case, proper provision shall be made so that the Current D&O Policy that is no less favorable to such indemnified persons than those successors and assigns of Buyer or the Company Group, as the case may be, shall assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 6.05.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by any Target now existing in favor of each person who is now, or has been at any time prior to the Closing Date, an officer, manager or director of such Target, as provided in the organizational documents of such Target, in each case as in effect on the Closing Date, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.05(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Merger Agreement provides obligations of Buyer and any Target under this Section 5.05 shall not be terminated or modified in such a manner as to adversely affect any director, manager or officer to whom this Section 5.05 applies without the consent of such affected director, manager or officer (it being expressly agreed that the directors, managers and officers to whom this Section 5.05 applies shall be third party beneficiaries of this Section 5.05, each of whom may enforce the provisions of this Section 5.05). (c) In the event Buyer, any Target or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or such Target, as the case may be, shall assume all of the obligations set forth in this Section 5.05. (d) Except for the insurance policies set forth on Section 5.05(d) of the Disclosure Schedules, effective 11:59 p.m. on the Closing Date, the Target Group shall cease to be insured by Seller’s or any of its Affiliates’ insurance policies. With respect to events or circumstances covered by insurance coverage written on an “occurrence basis,” Seller and its Affiliates will have no liability for occurrences or Losses that take place on or after 11:59 p.m. on the Closing Date; provided that with respect to insurance coverage written on an “occurrence basis” and for which any of the Target Group was an insured under such policies, then (i) the Target Group shall continue to have rights under such insurance policies, in accordance with the terms of such insurance policies, to the extent the events giving rise to a period claim under such policies occurred prior to 11:59 p.m. on the Closing Date, and (ii) Seller agrees to cooperate with the Target Group following the Closing Date in making claims under Seller’s or its Affiliates’ insurance policies in connection with insurable events that occurred prior to 11:59 p.m. on the Closing Date and shall promptly (or to the soonest of 6 years its commercially reasonable efforts or ability) remit any recoveries that Seller receives with respect thereto to the applicable Target. Buyer acknowledges and agrees that Seller and its Affiliates shall have no liability with respect to any failure by any carrier under such insurance policies to make payment with respect to any such claim. Furthermore, Buyer acknowledges and agrees that neither Seller nor any of its Affiliates shall have any liability to Buyer or any Target with respect to deductibles and the failure of any claim to be covered as a result of such deductibles under any insurance coverage with respect to any of the Target Group. With respect to events or circumstances covered by insurance coverage written on a “claims made basis,” Seller and its Affiliates will have no liability for claims made on or after 11:59 p.m. on the Closing Date. (e) Notwithstanding the provisions of Section 5.05(d), from and after the Acceptance Timedate of this Agreement, Parent neither Seller nor any of its Affiliates shall have any liability for workers’ compensation claims (whether insured or shall cause self-insured) with respect to employees of any Target in existence on the Surviving Corporation date of this Agreement or arising from any event or circumstance taking place or existing prior to) provide indemnification and exculpation for each person who is now , on or has been prior subsequent to the date of this Agreement, all of which shall be assumed by Buyer on the Merger Agreement date of this Agreement. Buyer shall take all steps necessary under any applicable Law to assume the liability for workers’ compensation claims pursuant to this Section 5.05 and shall fully indemnify Seller and its Affiliates with respect to any Losses arising out of or who becomes prior relating to any workers’ compensation claim obligations assumed by Buyer hereunder. Buyer shall cooperate with Seller and its Affiliates in order to obtain the Effective Time an officer return or director release of MGF bonds or securities or indemnifications given by Seller or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable Affiliates to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directorsany state in connection with workers’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time compensation claims with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable date of this Agreement; and, in order to effectuate such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend return or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8release, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger AgreementBuyer shall, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered extent required by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy state, post their own bonds, letters of credit, indemnifications or any substitutes with respect thereto other securities in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountsubstitution therefor.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that all rights to exculpation, indemnification and advancement of expenses pursuant to the Organizational Documents of the Transferred Group Companies or any indemnification agreement set forth on Section 5.19(a) for a period of 6 years from and acts or omissions occurring on or prior to the Closing Date, whether (i) asserted or claimed prior to, on or after the Acceptance TimeClosing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), Parent shall (ii) now existing or shall cause the Surviving Corporation to(iii) provide indemnification and exculpation for arising prior to Closing, in favor of each person Person who is now now, or who has been at any time prior to the date of the Merger Agreement hereof, or who becomes prior to the Effective Time an Closing, a director, manager or officer or director of MGF or any a Transferred Group Company (each, a “D&O Indemnified Person”) shall, for a period of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as six (6) years after the exculpation Closing Date, survive the Closing Date and indemnification provided to the Indemnified Parties by MGF consummation of the transactions contemplated hereby and its subsidiaries as of October 8, 2009remain in full force and effect. For a period of 6 at least six (6) years after the Acceptance TimeClosing Date, Parent (A) Buyer shall (not, and shall not permit any Transferred Group Company to, amend, repeal or shall cause modify, in each case, in any manner adverse to a D&O Indemnified Person, any provision in any Transferred Group Company’s Organizational Documents relating to the Surviving Corporation to) either (i) maintain the current policy exculpation, indemnification or advancement of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current expenses with respect to any D&O Policy”) covering Indemnified Person in connection with acts or omissions at occurring on or prior to the Acceptance Time Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby and thereby) in a manner adverse to such D&O Indemnified Persons, unless, and only to the extent, required by applicable Law, it being the intent of the Parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by the Organizational Documents of the Transferred Group Companies, and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the prior written consent of such D&O Indemnified Person, and (B) Buyer shall, and shall cause the Transferred Group Companies to, maintain in full force and effect any indemnification agreements of any Transferred Group Company with any D&O Indemnified Person set forth on Section 5.19(a) of the Seller Disclosure Schedules. (b) In addition to the other rights provided for in this Section 5.19 and not in limitation thereof, from and after the Closing Date until the sixth (6th) anniversary of the Closing Date, Buyer shall cause the Transferred Group Companies (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by the Organizational Documents of the Transferred Group Companies, indemnify, defend and hold harmless the D&O Indemnified Persons against all D&O Expenses and all Losses actually incurred or paid (“D&O Losses”) in respect of any threatened, pending or completed claim, action, inquiry, suit, proceeding or judgment, whether criminal, civil, administrative or investigative, based on, arising out of, relating to or in connection with the respect to those persons who are currently covered by the Current fact that such D&O Policy Indemnified Person is or those person whowas a director, prior to the Effective Timemanager or officer of a Transferred Group Company or in such D&O Indemnified Person’s capacity as a director, are designated to fill any vacancies manager or officer of a Transferred Group Company on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with Closing Date (including in respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for matters arising in the agreements connection with respect to such transactions. In accordance with the Merger this Agreement, any Ancillary Agreement and the transactions contemplated hereby and thereby) (i) Parent may substitute one or more policies for the Current a “D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous Indemnifiable Claim”). Notwithstanding anything herein to the persons currently covered contrary, (A) no D&O Indemnified Person shall be entitled to indemnification by any D&O Indemnifying Party pursuant to this Section 5.19(b) to the Current extent related to Losses for which such D&O Policy; Indemnified Person may be responsible pursuant to this Agreement, the other Ancillary Agreements or the certificates contemplated hereby and thereby or as a result of such D&O Indemnified Person’s willful misconduct, fraud, gross negligence or bad faith, and (iiB) Parent will no D&O Indemnifying Party shall have any obligation hereunder to any D&O Indemnified Person if a court of competent jurisdiction ultimately determines that such D&O Indemnifying Party shall not be required to pay indemnify such D&O Indemnified Person in the manner contemplated hereby. For the purposes of this Section 5.19(b), “D&O Expenses” shall include any annual premium reasonable, documented and out-of-pocket attorneys’ fees, expert fees, arbitrator and mediator fees and all other reasonable, documented out-of-pocket costs, charges and expenses, paid or incurred in connection with investigating, defending or being a witness in (including on appeal), or preparing to defend or to be a witness in, any D&O Indemnifiable Claim. In the event of any such D&O Indemnifiable Claim, Buyer and the Transferred Group Companies shall be entitled to, at Buyer’s election, participate in, or assume, the defense of any such D&O Indemnifiable Claim. The Transferred Group Companies shall be a full indemnitor of first resort, shall be required to advance the full amount of all D&O Expenses incurred by a D&O Indemnified Person and shall be liable for the Current full amount of all D&O Policy Losses, in each case, as required by this Section 5.19(b), without regard to any rights a D&O Indemnified Person may have against Seller or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountSeller’s Affiliates.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Tyler agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Timeexpenses, Parent shall (or shall cause the Surviving Corporation to) provide indemnification and exculpation for by Socrata now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Time, an officer or director of MGF Socrata, as provided in the Certificate of Incorporation or Bylaws of Socrata, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries other agreements in effect on the date hereof and disclosed on Schedule 6.12, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation tob) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior Prior to the Effective Time, are designated Socrata shall arrange to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those obtain as of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase Closing Date “tail” insurance policies with a claims period of six years from the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of Socrata, as provided by each of Socrata’s claims-made insurance policies (including, without limitation, director and officer insurance) in effect immediately prior to the Current D&O PolicyClosing Date, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement). The premium amounts for such tail policies shall be fully paid by Socrata or included as a Transaction Expense. Any such tail policies shall include a successor endorsement that names Tyler and the Surviving Corporation as additional insureds. During the term of such tail policies, neither Tyler nor the Surviving Corporation shall take any action following the Closing to cause any such tail policy to be cancelled or any provision therein to be amended or waived; provided, that neither Tyler, the Surviving Corporation (except to the extent of such pre-Closing accrual thereof by Socrata), nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such tail policies. (c) The obligations of Tyler under this Section 6.12 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.12 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.12 applies shall be Third-Party beneficiaries of this Section 6.12, each of whom may enforce the provisions of this Section 6.12). (d) In the event Tyler or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess successors and assigns of 250% Tyler shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 6.12.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Acquired Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any of its subsidiaries (the “Indemnified Parties”)Acquired Companies, which is at least as favorable provided in the certificate of formation, bylaws or company agreement of the applicable Acquired Company, in each case as in effect on the date hereof, or pursuant to such person as any other agreements in effect on the exculpation Closing Date and indemnification provided to disclosed in Section 5.07(a) of the Indemnified Parties by MGF Disclosure Schedules, shall survive the Closing Date and its subsidiaries as of October 8, 2009. For shall continue in full force and effect in accordance with their respective terms for a period of 6 six (6) years after the Acceptance TimeClosing Date. (b) The Acquired Companies shall, Parent shall (or and Buyer shall cause the Surviving Corporation Acquired Companies to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those obtain as of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase Closing Date “tail” insurance policies with a claims period of six (6) years from the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements Closing Date with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) Effective as of the Current D&O Policy; Closing, Buyer and the Company waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty or any breach of any other duty owed to any of the Acquired Companies against any former director, officer, employee, partner, Seller or other representative or Affiliate of the Company, whether such action is filed derivatively on behalf of the Company or otherwise. (d) The obligations of Buyer and the Company under this Section 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). (e) In the event Buyer, any Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy successors and assigns of Buyer or any substitutes with respect thereto in excess of 250% the Acquired Companies, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the articles of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of its subsidiaries the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) For the benefit of the Company’s directors and officers, the Company shall obtain, as of the Closing Date, “Indemnified Parties”)tail” insurance policies with a claims period of six (6) years from the Closing Date with coverage and amounts that are equivalent, which is at least as favorable to such person as and containing terms and conditions that are not less advantageous than the exculpation and indemnification provided Company’s existing policy, to the Indemnified Parties by MGF directors and its subsidiaries as officers of October 8the Company, 2009. For a period in each case with respect to claims arising out of 6 years after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at relating to events which occurred on or prior to the Acceptance Time Closing Date (including in connection with the respect transactions contemplated by this Agreement). For purposes of this Agreement, the expense of such tail insurance shall be split equally between Buyer and Seller and the Seller’s portion shall be treated as a Transaction Expense deducted from the Purchase Price. (c) The obligations the Company under this Section 6.07 shall not be terminated or modified in such a manner as to those persons who are currently covered by adversely affect any director or officer to whom this Section 6.07 applies without the Current D&O Policy consent of such affected director or those person whoofficer (it being expressly agreed that the directors and officers to whom this Section 6.07 applies shall be third-party beneficiaries of this Section 6.07, prior to each of whom may enforce the Effective Timeprovisions of this Section 6.07). (d) In the event Buyer, are designated to fill the Company or any vacancies on of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the MGF Board, continuing or surviving corporation or entity in such consolidation or merger or (ii) obtaintransfers all or substantially all of its properties and assets to any Person, then, and in consultation with MGFeither such case, a prepaid directors’ proper provision shall be made so that the successors and officers’ liability insurance policy covering acts and omissions at assigns of Buyer or prior to the Acceptance Time with respect to those persons who are currently covered by Company, as the Current D&O Policy that is no less favorable to such indemnified persons than those case may be, shall assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 6.07.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the certificate of formation or limited liability company agreement of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.05(a) of its subsidiaries the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. ACTIVE 209289734v.13 (b) Either: (i) the “Indemnified Parties”)Company shall, which is at least as favorable to such person as and Buyer shall cause the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8Company to, 2009. For maintain in effect for a period of 6 six (6) years after the Acceptance TimeClosing Date, Parent shall (or shall cause the Surviving Corporation to) either (i) maintain if available, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance (maintained by the “Current D&O Policy”) covering acts or omissions at or Company immediately prior to the Acceptance Time with Closing Date (provided that the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more therefor policies for the Current D&O Policy, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O PolicyCompany as of the date hereof); or (ii) Parent will prior to the Closing, the Company shall, or if the Company is unable to, Buyer shall cause the Company as of the Closing to, obtain “tail” insurance policies reasonably acceptable to both the Company and Buyer with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of Buyer and the Company under this Section 5.05 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.05 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.05 applies shall be third-party beneficiaries of this Section 5.05, each of whom may enforce the provisions of this Section 5.05). (d) In the event Buyer, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.05.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by either Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement Effective Date or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any either Company, as provided in the organizational documents of its subsidiaries the applicable Company, in each case as in effect on the Effective Date, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms, until the fifth anniversary of the Closing Date. (the “Indemnified Parties”)b) Each Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation to) either each Company to (i) maintain in effect for a period from the Closing Date until the fifth anniversary thereof, if available on commercially reasonable terms, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance maintained by the Companies immediately prior to the Closing Date (provided that the “Current D&O Policy”Companies may substitute therefor policies, of at coverage and amounts and terms and conditions that are substantially as advantageous to the directors and officers of the Companies when compared to the insurance maintained by the Companies as of the Effective Date); or (ii) covering acts obtain as of the Closing Date "tail" insurance policies with a claims period ending on the fifth anniversary of the Closing Date with at least substantially the same coverage and amounts, and terms and conditions that are substantially as advantageous to the directors and officers of the Companies, in each case with respect to claims arising out of or omissions at relating to events which occurred on or prior to the Acceptance Time Closing Date (excluding in connection with this Agreement or the Transactions). All premiums and other fees and costs with respect to those persons who are currently covered maintaining or obtaining (as applicable) such insurance policies described in this Section 6.06(b) shall be borne by the Current D&O Policy applicable Company. (c) The obligations of Buyer and the Companies under this Section 6.06 shall not be terminated or those person whomodified in such a manner as to adversely affect any director or officer to whom this Section 6.06 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.06 applies are and shall be intended third-party beneficiaries of this Section 6.06, prior to each of whom may individually enforce the Effective Timeprovisions of this Section 6.06). (d) If Buyer, are designated to fill any vacancies on Company, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the MGF Boardcontinuing or surviving corporation or entity in such consolidation or merger, or (ii) obtaintransfers all or substantially all of its properties and assets to any Person, then, and in consultation with MGFeither such case, a prepaid directors’ proper provision shall be made so that the successors and officers’ liability insurance policy covering acts and omissions at assigns of Buyer or prior to any Company, as the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those case may be, shall assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 6.06.

Director and Officer Indemnification and Insurance. The Merger Agreement merger agreement provides that for a period of 6 six (6) years from and after the Acceptance Timeeffective date, Parent shall (or shall cause the Surviving Corporation to) provide indemnification and exculpation for each person who is now or has been prior to the date of the Merger Agreement or who becomes prior to the Effective Time an officer or director of MGF or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person Southern States as the exculpation surviving entity in the merger will indemnify and indemnification provided to the Indemnified Parties by MGF hold harmless all present and former directors, officers and employees of CBB and its subsidiaries against, and will advance expenses as incurred to such persons in respect of, all costs and liabilities arising out of October 8the fact that such person is or was a director, 2009. For a period officer or employee of 6 years after the Acceptance Time, Parent shall (CBB or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ its subsidiaries and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts pertaining to matters existing or omissions occurring at or prior to the Acceptance Time with effective date of the respect to those persons who are currently covered by the Current D&O Policy or those person whomerger, prior in each case to the Effective Timefullest extent permitted by applicable law, are designated the CBB certificate of incorporation, the CBB bylaws and the governing or organizational documents of any subsidiary of CBB; provided, that in the case of advancement of expenses, any such person provides an undertaking to fill repay such advances if it is ultimately determined that such person is not entitled to indemnification. All rights to indemnification as provided in any vacancies indemnification agreement in existence on the MGF Board, or date of the merger will survive the merger and be honored by Southern States as the surviving entity in the merger. The merger agreement requires Southern States to maintain for a period of six (ii6) obtain, in consultation with MGF, a prepaid years after consummation of the merger CBB’s existing directors’ and officers’ liability insurance policy covering acts and omissions at policy, or prior to the Acceptance Time policies with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those a substantially comparable insurer of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain containing terms and conditions which that are no less advantageous to the persons currently covered by insured, with respect to claims arising from facts or events that occurred at or prior to the Current D&O Policy; (ii) Parent will consummation of the merger. However, CBB is not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% spend annually more than two hundred percent (200%) of the current annual premium; and (iii) if premium paid as of the premium for date of the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available merger agreement by CBB for such 250% amountinsurance.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Purchasers agree that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger this Agreement or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date of its subsidiaries this Agreement and disclosed in Section 5.07(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) The Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Purchasers shall cause the Surviving Corporation Company to) either : (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date of this Agreement), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement); provided, however, that the Company shall not be required to pay any an annual premium for the Current D&O Policy or any substitutes with respect thereto insurance policies in excess of 250% two hundred percent (200%) of the current last annual premium; premium paid prior to the date of this Agreement or, if less, the cost of a policy providing coverage on the same terms as the Company’s existing policy as of the date of this Agreement. (c) The obligations of Purchasers and the Company under this Section 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.07 applies without the consent of such affected director or officer (iiiit being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). (d) if In the premium for event Purchasers, the Current D&O Policy Company or any substitutes therefor exceeds of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such amountconsolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, Parent will purchase a substitute policy with then, and in either such case, proper provision shall be made so that the greatest coverage available for such 250% amountsuccessors and assigns of Purchasers or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company and its Subsidiaries now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company or any of its subsidiaries (Subsidiaries, as provided in the “Indemnified Parties”)Organizational Documents of the Company or any of its Subsidiaries, which is at least in each case as favorable in effect on the date hereof, or pursuant to such person as any other agreements in effect on the exculpation date hereof and indemnification provided disclosed in Section 5.5(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms; provided, however, that the Company and its Subsidiaries may, and Buyer may cause the Company and its Subsidiaries to, amend or modify the Company’s and its Subsidiaries’ Organizational Documents to the Indemnified Parties extent required by MGF Law or in any other manner that does not affect any right to or ability to seek advancement of defense costs, or the application of the exculpatory or indemnification provisions contained therein to the acts or omissions of any such individuals prior to the Closing. (b) The Company and its subsidiaries as of October 8Subsidiaries shall, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or and Buyer shall cause the Surviving Corporation to) either Company and its Subsidiaries to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts maintained by the Company and omissions at or its Subsidiaries immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company and its Subsidiaries may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company and its Subsidiaries when compared to the insurance maintained by the Current D&O Policy; Company and its Subsidiaries as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not be required less advantageous to pay any annual premium for the Current D&O Policy or any substitutes directors and officers of the Company and its Subsidiaries, in each case with respect thereto to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy connection with the greatest coverage available for such 250% amounttransactions contemplated by this Agreement). (c) The parties hereto expressly agreed that the directors and officers to whom this Section 5.5 applies shall be third-party beneficiaries of this Section 5.5, each of whom may enforce the provisions of this Section 5.5.

Director and Officer Indemnification and Insurance. (a) The Merger Agreement provides Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries (other agreements in effect on the “Indemnified Parties”date hereof and disclosed in Schedule 7.17(a), which is at least as favorable to such person as shall survive the exculpation Closing Date and indemnification provided to shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Purchaser shall cause the Surviving Corporation Company to) either : (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O PolicyCompany as of the date hereof); or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement); provided, however, that in no event shall the Purchaser or the Company be required to pay any a premium for such “tail” policy in excess of three hundred percent (300%) of the Company’s current annual premium for liability insurance for the Current D&O Policy directors and officers of the Company. (c) The obligations of the Purchaser and the Company under this Section 7.17 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 7.17 applies without the consent of such affected director or officer unless required by Applicable Law (it being expressly agreed that the directors and officers to whom this Section 7.17 applies shall be third-party beneficiaries of this Section 7.17, each of whom may enforce the provisions of this Section 7.17). (d) In the event the Purchaser, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the current annual premium; Purchaser or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.17. (e) Notwithstanding any provision of this Agreement to the contrary, (i) in no event shall any Person be entitled to indemnification or exculpation for any act or omission of such Person that constitutes fraud by such Person, and (iiiii) if this Section 7.17 shall not affect any rights or remedies otherwise available to the premium for Purchaser and its Subsidiaries (including, after the Current D&O Policy or any substitutes therefor exceeds such amountClosing, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountCompany and its Subsidiaries) hereunder.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the charter or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.02(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Seller shall cause its directors and officers insurance policy coverage to be made available to all persons serving as Company directors and officers prior to the Closing, and shall submit any claims to the insurance carrier pursuant to the requests of such persons. In the event an indemnification payment is made by Buyer or the Company pursuant to the Organizational Documents of the Company or other agreement disclosed in Section 5.02(a) of the Disclosure Schedules as contemplated by Section 5.02(a), after Buyer or the Company has satisfied that portion of the self-insured retention applicable to the Company directors and officers, Buyer or the Company (as applicable) shall be subrogated to the rights of such directors or officers under the Seller’s directors and officers insurance policy and be entitled to any insurance payment that would have been payable to such directors or officers if not for Buyer’s and the Company’s subrogation rights under this Section 5.02(b). (c) The obligations of Buyer and the Company under this Section 5.02 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.02 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.02 applies shall be third-party beneficiaries of this Section 5.02, each of whom may enforce the provisions of this Section 5.02). (d) In the event Buyer, the Company or any of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (their respective successors or shall cause the Surviving Corporation to) either assigns (i) maintain consolidates with or merges into any other Person and shall not be the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts continuing or omissions at surviving corporation or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy entity in such consolidation or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, merger or (ii) obtaintransfers all or substantially all of its properties and assets to any Person, then, and in consultation with MGFeither such case, a prepaid directors’ proper provision shall be made so that the successors and officers’ liability insurance policy covering acts and omissions at assigns of Buyer or prior to the Acceptance Time with respect to those persons who are currently covered by Company, as the Current D&O Policy that is no less favorable to such indemnified persons than those case may be, shall assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 5.02.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (1) XXXX agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company or any Subsidiary now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company or such Subsidiary, as provided in the articles of incorporation bylaws or other governing documents of the Company or such Subsidiary, in each case as in effect on the date of this Agreement, or pursuant to any of its subsidiaries other agreements disclosed in the Disclosure Letter, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)2) The Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or GABY shall cause the Surviving Corporation to) either Company to (i) maintain in effect for a period of two (2) years after the Closing Date, if available, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance (maintained by the “Current D&O Policy”) covering acts or omissions at or Company immediately prior to the Acceptance Time with Closing Date (provided that the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company or applicable Subsidiaries when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof), or (ii) Parent will obtain as of the Closing Date "tail" insurance policies with a claims period of two (2) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company and the Subsidiaries, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (3) The obligations of GABY and the Company under this Section 5.07 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.07 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). In the event GABY, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of GABY or the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Company, as provided in the articles of association of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.07(a) of its subsidiaries the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) The Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation to) either Company to (i) maintain in effect for a period of five (5) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Company immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Company may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Company when compared to the insurance maintained by the Current D&O Policy; Company as of the date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of five (5) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The payment of all premiums and other costs associated with the insurance policies described in this Section 5.07(b) shall be the sole responsibility of Seller and shall be deemed Company Transaction Expenses. The Company shall, and Buyer shall cause the Company to deliver to Seller complete and correct copies of the aforementioned “tail” insurance policies, including reasonably detailed evidence of payment of the aforementioned premiums and other costs, promptly following the Company’s receipt of such policies and payment of such amounts. (c) The obligations of Buyer and the Company under this Section 5.07 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.07 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third- party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). (d) In the event Buyer, the Company or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Company now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any the Company, as provided in the Constituent Documents of its subsidiaries the Company, in each case as in effect on the date of this Agreement shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) As promptly following the “Indemnified Parties”)Closing as practicable, which is at least as favorable Buyer and the Shareholder Representative shall work in good faith to such person as cause the exculpation and indemnification provided Company to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For obtain D&O "tail" insurance coverage with a claims period of 6 six (6) years after from the Acceptance TimeClosing Date with not less than $5,000,000 coverage and containing such other terms and conditions as shall be negotiated thereby, Parent shall (in each case with respect to claims arising out of or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at relating to events which occurred on or prior to the Acceptance Time Closing Date (including in connection with the respect transactions contemplated by this Agreement). Notwithstanding the foregoing, the parties agree that the Buyer and/or the Company shall not be required to those persons who are currently covered by fund more than $50,000 as a one-time premium for such policy. For purposes of adding additional clarity hereto, the Current D&O Policy parties acknowledge that the premium costs associated with obtaining this policy shall not reduce the Cash Purchase Price nor be taken into account when calculating Working Capital. (c) The obligations of Buyer and the Company under this Section 5.6 shall not be terminated or those person whomodified in such a manner as to adversely affect any director or officer to whom this Section 5.6 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.6 applies shall be intended third-party beneficiaries of this Section 5.6, prior to each of whom may enforce the Effective Timeprovisions of this Section 5.6). (d) In the event Buyer, are designated to fill the Company or any vacancies on of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the MGF Board, continuing or surviving corporation or entity in such consolidation or merger or (ii) obtaintransfers all or substantially all of its properties and assets to any Person, then, and in consultation with MGFeither such case, a prepaid directors’ proper provision shall be made so that the successors and officers’ liability insurance policy covering acts and omissions at assigns of Buyer or prior to the Acceptance Time with respect to those persons who are currently covered by Company, as the Current D&O Policy that is no less favorable to such indemnified persons than those case may be, shall assume all of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 5.6.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF the Companies, as provided in the Organizational Documents of the Companies, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Companies shall, at the option of its subsidiaries (the “Indemnified Parties”)Buyer, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation Companies to) either , either: (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or maintained by the Companies immediately prior to the Acceptance Time with respect to those persons who are currently covered by Closing Date (provided that the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent Companies may substitute one policies from insurers with equal or more policies for the Current D&O Policy, so long as such substitute policies have greater creditworthiness ratings with at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of the Companies when compared to the insurance maintained by the Current D&O Policy; Companies as of the Closing Date), or (ii) Parent will obtain, at the expense of Sellers, as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the Contemplated Transactions). (c) The obligations of Buyer and the Companies under this Section 7.02 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 7.02 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 7.02 applies shall be third-party beneficiaries of this Section 7.02, each of whom may enforce the provisions of this Section 7.02). (d) In the event Buyer, the Companies or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Companies, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 7.02.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by AFT-Hungary now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer or director of MGF or any AFT-Hungary, as provided in the articles of its subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall organization (or foreign equivalent) or operating agreement (or foreign equivalent) of AFT-Hungary, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) AFT-Hungary shall, and Buyer shall cause the Surviving Corporation to) either AFT-Hungary to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policy policies of MGF’s directors’ ' and officers’ fiduciary ' liability insurance (the “Current D&O Policy”) covering acts or omissions at or maintained by AFT-Hungary immediately prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or Closing Date (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or prior to the Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy provided that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent AFT-Hungary may substitute one or more policies for the Current D&O Policytherefor policies, so long as such substitute policies have of at least the same coverage and amounts and contain containing terms and conditions which that are no not less advantageous to the persons currently covered directors and officers of AFT-Hungary when compared to the insurance maintained by AFT-Hungary as of the Current D&O Policy; date hereof), or (ii) Parent will obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of AFT-Hungary, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). (c) The obligations of Buyer and AFT-Hungary under this Section 5.07 shall not be required terminated or modified in such a manner as to pay adversely affect any annual premium for director or officer to whom this Section 5.07 applies without the Current D&O Policy consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the provisions of this Section 5.07). (d) In the event Buyer, AFT-Hungary or any substitutes of their respective successors or assigns (i) consolidates with respect thereto or merges into any other Person and shall not be the continuing or surviving corporation or entity in excess such consolidation or merger or (ii) transfers all or substantially all of 250% its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or AFT- Hungary, as the case may be, shall assume all of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountobligations set forth in this Section 5.07.

Director and Officer Indemnification and Insurance. (a) The Merger Agreement provides Purchaser agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Blockers, the Company and the Subsidiary now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer officer, director, trustee, manager, member, employee, partner, consultant, representative, agent, advisor, or director unitholder or his, her or its Affiliate, as applicable, of MGF the Blockers, the Company and the Subsidiary (each, together with such Person’s successors, heirs, executors or any of its subsidiaries (the administrators, a “D&O Indemnified PartiesPerson”), which is as provided in the Governing Documents of such Blocker, the Company or such Subsidiary, in each case as in effect on the date of such activities or otherwise in effect on the date of this Agreement, will not be amended, repealed or modified in any manner that would adversely affect the rights of the D&O Indemnified Persons for at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 six (6) years after the Acceptance TimeClosing Date; provided, Parent that in the event any claim or claims are asserted or made within such survival period, all such rights to indemnification in respect of any claim or claims shall continue until final disposition of such claim or claims. (b) The Company shall, or shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance Subsidiary to obtain (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered cost of which will shall be paid on a 50/50 basis by the Current D&O Policy or those person whoPurchaser, prior to the Effective Time, are designated to fill any vacancies on the MGF Boardone hand, or (iiand the Sellers, on the other hand) obtainas of the Closing Date, in consultation with MGF, a prepaid “tail” directors’ and officers’ liability insurance policy covering acts and omissions policies with a claims period of six (6) years from the Closing Date from insurance carriers with at the same or prior to better claims-paying ability ratings as the Acceptance Time Company’s current insurance carriers with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Current D&O Policy. The obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8directors’ and officers’ liability insurance policies, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts amounts, and contain containing terms and conditions which that are no not less advantageous to the persons currently covered by D&O Indemnified Person, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Current Closing Date (including in connection with the Transaction). After the Closing, none of the Purchaser, the Company, the Subsidiary or any of their respective Affiliates will take any action to negate, cancel or otherwise modify or terminate such “tail” insurance policies. (c) The obligations of the Purchaser under this Section 6.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Policy; Indemnified Person to whom this Section 6.8 applies without the consent of such affected D&O Indemnified Person (it being expressly agreed that the D&O Indemnified Person to whom this Section 6.8 applies shall be third party beneficiaries of this Section 6.8, each of whom may enforce the provisions of this Section 6.8). (d) In the event the Purchaser, the Blockers, the Company, the Subsidiary or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) Parent will not transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be required to pay any annual premium for made so that the Current D&O Policy or any substitutes with respect thereto in excess of 250% successors and assigns of the current annual premium; and (iii) if Purchaser, such Blocker, the premium for Company or such Subsidiary, as the Current D&O Policy or any substitutes therefor exceeds such amountcase may be, Parent will purchase a substitute policy with shall assume all of the greatest coverage available for such 250% amountobligations set forth in this Section 6.8.

Director and Officer Indemnification and Insurance. The Merger Agreement provides (a) Buyer agrees that for a period all rights to indemnification, advancement of 6 years from and after the Acceptance Time, Parent shall (or shall cause the Surviving Corporation to) provide indemnification expenses and exculpation for by the Acquired Companies now existing in favor of each person Person who is now now, or has been at any time prior to the date of the Merger Agreement hereof or who becomes prior to the Effective Time Closing Date, an officer officer, manager, managing member or director of MGF or any of its subsidiaries the Acquired Companies, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date hereof, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.05(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (the “Indemnified Parties”)b) The Company shall, which is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, 2009. For a period of 6 years after the Acceptance Time, Parent shall (or Buyer shall cause the Surviving Corporation to) either Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policy policies of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, are designated to fill any vacancies on the MGF Board, or (ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, that are not less advantageous to the directors and omissions at officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date that are not less advantageous to the directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Acceptance Time Closing Date (including in connection with respect the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. (c) The directors and officers to those persons who are currently covered by whom this Section 6.05 applies shall be third-party beneficiaries of this Section 6.05, each of whom may enforce the Current D&O Policy provisions of this Section 6.05). (d) In the event that is no less favorable any Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such indemnified persons than those case, proper provision shall be made so that the successors and assigns of the Current D&O Policy. The Acquired Companies shall assume all of the obligations set forth above do not extend or otherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, 2009 beyond the terms provided for in the agreements with respect to such transactions. In accordance with the Merger Agreement, (i) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (ii) Parent will not be required to pay any annual premium for the Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current annual premium; and (iii) if the premium for the Current D&O Policy or any substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available for such 250% amountthis Section 6.05.