Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to honor all of the Company’s obligations to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring at or prior to the Effective Time to the extent provided under the Company Articles of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expend, per annum, in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelable.

Director and Officer Liability. (a) From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, indemnify each person who is now, or has been at any time prior to honor all of the Company’s obligations to indemnify and hold harmless the present and former officers and directors date hereof, an employee, agent, director or officer of the Company or of any of its Subsidiaries, its successors and assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the fullest extent such persons can be indemnified by the Company under applicable law with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in respect settlement or compromise, cost or expense (including reasonable fees and expenses of acts legal counsel), against any Indemnified Party in his or omissions her capacity as an employee, agent, officer or director of the Company or its Subsidiaries, whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time to the extent provided under the Company Articles of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law)whether commenced, and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation asserted or the liability of directors in the Company Articles of Incorporation claimed before or the Company By-laws for at least six (6) years after the Effective Time, including, without limitation, liability arising under the 1933 Act, the 1934 Act or state law; provided, however, that the Surviving Corporation shall have no obligation not be liable for any settlement or compromise effected without its written consent (which shall not be unreasonably withheld). In the event of any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense indemnified pursuant to provide the preceding sentence, Parent shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly after statements are received and otherwise advance to such indemnification Indemnified Party upon request reimbursement of documented expenses reasonably incurred. The Indemnified Parties as a group may retain only one law firm with respect to each matter except to the extent that it is ultimately determined that such indemnification is prohibited there is, in the opinion of counsel to an Indemnified Party, under applicable Law. In respect standards of professional conduct, a conflict on any significant issue between positions of any matter for which a present two or former director more Indemnified Parties. Parent shall, or officer may be entitled to indemnification, subject to receipt by shall cause the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is to, maintain in effect for not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of less than six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain Time the current policies of directors' and officers’ and directors’ ' liability insurance maintained by the Company (and its Subsidiaries on the “Current Policies”) date hereof (provided that the Surviving Corporation Parent may substitute therefor policies with reputable and financially sound carriers of having at least the same coverage and amount amounts thereof and containing terms and conditions that which are no less favorable (advantageous to the “Replacement Policies”)persons currently covered by such policies as insured) in with respect of acts to facts or omissions circumstances occurring at or prior to the Effective Time covering each Time; provided that if the aggregate annual premiums for such Person currently covered by insurance during such Current Policies; provided, however, that in no event six-year period shall the Surviving Corporation be required to expend, per annum, in excess of 200exceed 300% of the annual per annum rate of the aggregate premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the most advantageous coverage (or such coverage as is that shall then be available for 200at an annual premium equal to 300% of such annual premium); providedrate. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 5.12. The rights under this Section 5.12 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, furtherbylaws, that if the annual premium required to provide the foregoing insurance exceeds 200% or other similar organizational documents of the annual premium currently paid by Company or any of its Subsidiaries or the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company DGCL. The rights under this Section 5.12 shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion survive consummation of the premium for such Current Policies in excess of the amount which Merger and are expressly intended to benefit each Indemnified Party. Parent agrees to cause the Surviving Corporation is obligated and any of its Subsidiaries (or their successors) to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering maintain in effect for a period of six (6) years after the provisions of its articles of incorporation or bylaws or similar organizational documents providing for indemnification of Indemnified Parties, with respect to facts or circumstances occurring at or prior to the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelablefullest extent provided by law.

Director and Officer Liability. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to honor all of the Company’s obligations to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring at or prior to the Effective Time to the extent provided under the Company Articles of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, the Surviving Company and Parent shall cause (with respect to Parent, only to the extent the Surviving Corporation Company is permitted to maintain do so under Applicable Law), jointly and severally, shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the current policies extent (subject to Applicable Law) such Persons are indemnified as of officers’ and directors’ liability insurance maintained the date of this Agreement by the Company pursuant to the Company Organizational Documents, the governing or organizational documents of any Subsidiary of the Company and/or the Voting Trust Agreement, each present and former director and officer of the Company and its Subsidiaries and any Person acting as a Voting Trustee under the Voting Trust Agreement (in each case, when acting in such capacity) (collectively, the “Current PoliciesCompany Indemnified Parties”) against any costs or expenses (provided including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual Proceeding, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or was a director or officer of the Surviving Corporation may substitute therefor policies with reputable Company or any of its Subsidiaries or a Voting Trustee under the Voting Trust Agreement and financially sound carriers of pertaining to matters existing or occurring at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current PoliciesTime, including the Transactions; provided, however, that in no event shall the Surviving Corporation be required case of advancement of expenses, any Company Indemnified Party to expend, per annum, in excess of 200% of the annual premium currently paid by the whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company for such coverage (or such coverage as Indemnified Party is available for 200% of such annual premium)not entitled to indemnification; provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of i) such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and indemnification shall be covered subject to any limitation imposed from time to time under Applicable Law and (ii) if any valid claim for indemnification is made hereunder by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated a Company Indemnified Party prior to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects such indemnification obligation will survive (solely with respect to such claim) until the coverage described above. The insurance purchased pursuant final resolution of the matter giving rise to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelablesuch claim.

Director and Officer Liability. (a) From and after the Effective TimeAT&T shall, Parent or shall cause the Surviving Corporation to honor all of the Company’s obligations to to, indemnify and hold harmless and advance expenses to the present and former officers officers, directors and directors employees of MediaOne and the Company MediaOne Subsidiaries, and each person who prior to the Effective Time becomes an officer, director or employee of MediaOne (each an "Indemnified Person"), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including, without limitation, for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby) to the same extent provided under the Company Articles MediaOne's certificate of Incorporation incorporation and the Company By-laws and other indemnity arrangements bylaws in effect on the date hereof (to the fullest extent permitted by applicable Law"Indemnified Losses"), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined provided that such indemnification is prohibited shall be subject to any limitation imposed from time to time under applicable Lawlaw. In respect Without limiting the generality of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnificationforegoing, the Surviving Corporation Indemnified Losses shall advance to such person all include reasonable costs and expenses incurred by him of prosecuting a claim under this Section 7.2(a). AT&T shall, or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies to, periodically advance or reimburse each Indemnified Person for all reasonable fees and expenses of officers’ counsel constituting Indemnified Losses as such fees and directors’ liability insurance maintained by the Company (the “Current Policies”) (expenses are incurred; provided that such Indemnified Person shall agree to promptly repay to AT&T or the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers the amount of at least the same coverage and amount containing terms and conditions any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that are no less favorable (the “Replacement Policies”)) in respect of acts such Indemnified Person is not entitled to be indemnified by AT&T or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expendin connection with such matter. In the event that AT&T sells, per annumtransfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in excess which it may enter with any Person, AT&T shall, as a condition of 200% of the annual premium currently paid by the Company for any such coverage (transaction, cause such purchaser or such coverage surviving corporation, as is available for 200% of such annual premium); providedthe case may be, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents assume AT&T's and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to 's obligations under this Section 7.1. Alternatively, with 7.2 upon the consent consummation of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelableany such transaction.

Director and Officer Liability. (a) From All rights to indemnification, advancement of expenses and after the Effective Time, Parent shall cause the Surviving Corporation to honor all of the Company’s obligations to indemnify and hold harmless the present and former officers and directors of the Company in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries (each, an “Indemnified Person”) as provided in the Company Certificate of Incorporation or Company Bylaws (or comparable organizational documents as in effect on the date of this Agreement, copies of which have been made available to Parent prior to the extent provided under date hereof) and any indemnification or other agreements of the Company Articles or any of Incorporation and the Company By-laws and other indemnity arrangements its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the fullest extent permitted date hereof) (the “Indemnification Agreements”) shall be assumed by applicable Law)Parent and the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall not amend (survive the Merger and shall continue in a manner adverse to such present full force and former officers effect in accordance with their terms, and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall, and Parent shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by cause the Surviving Corporation of a writing that sets forth (i) to, comply with and honor the foregoing obligations; provided that such person has a good faith belief that obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the person is entitled to indemnification generality or effect of the foregoing, from and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to maintain the current policies of officers’ and directors’ liability insurance maintained fullest extent permitted (whether by Delaware Law, by any Applicable Laws, under the Company Certificate of Incorporation or Company Bylaws or in any Indemnification Agreement), (ii) fulfill and honor in all respect the “Current Policies”obligations of the Company and its Subsidiaries to the Indemnified Persons pursuant to (A) any Indemnification Agreement, and (provided that C) indemnification, expense advancement and exculpation provisions set forth in the Surviving Corporation may substitute therefor policies with reputable Company Certificate of Incorporation and financially sound carriers Company Bylaws or other charter or organizational documents of at least the same coverage and amount containing terms and conditions that are no less favorable Company or any of its Subsidiaries (the “Replacement Policies”)) in respect copies of acts or omissions occurring which have been made available to Parent prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expend, per annum, in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premiumdate hereof); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelable.

Director and Officer Liability. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to honor all of the Company’s obligations to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring at or prior to the Effective Time to the extent provided under the Company Articles of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security shall, for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies indemnify and hold harmless all Persons who as of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring immediately prior to the Effective Time covering each are current or former directors and officers of the Company and its Subsidiaries, (the “Indemnified Parties”), to the maximum extent permitted by Law for acts or omissions occurring at or prior to the Effective Time, from and against any and all costs or expenses (including reasonable attorney’s fees as incurred), judgments, fines, losses, claims, damages or liabilities arising from, relating to or otherwise in respect of, any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including with respect to the transactions contemplated by this Agreement) (any such Person currently covered by such Current Policiesclaim, action, suit, proceeding or investigation, a “Proceeding”), to the fullest extent permitted under applicable Law; provided, however, that in no event shall the Surviving Corporation shall not be required to expend, per annum, in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, indemnify any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay Indemnified Party pursuant to this Section 7.1. Alternatively6.11 if it is determined that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party reasonably believed to be in, with the consent of Parent, which consent shall or not be unreasonably withheldopposed to, the Company may purchase “tail” insurance coverage covering a period best interests of six the Company. To the fullest extent permitted by applicable Law, reasonable, out-of-pocket expenses (6including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) years after incurred by an Indemnified Party in defending any Proceeding will, from time to time, be advanced by the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects Surviving Corporation prior to the coverage described above. The insurance purchased pursuant final disposition of such Proceeding upon receipt by the Company of an undertaking by or on behalf of such Indemnified Party to repay such amount if it is ultimately determined by a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified as provided in this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelable6.11.

Director and Officer Liability. (a) From and after the Effective Time, Parent shall cause the The Surviving Corporation to honor all of the Company’s obligations to shall indemnify and hold harmless and advance expenses to the present and former officers officers, directors and directors employees of MediaOne and the Company MediaOne Subsidiaries, and each person who prior to the Effective Time becomes an officer, director or employee of MediaOne (each an "Indemnified Person"), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including, without limitation, for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby) to the same extent provided under the Company Articles MediaOne's certificate of Incorporation incorporation and the Company By-laws and other indemnity arrangements bylaws in effect on the date hereof (to the fullest extent permitted by applicable Law"Indemnified Losses"), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined provided that such indemnification is prohibited shall be subject to any limitation imposed from time to time under applicable Lawlaw. In respect Without limiting the generality of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnificationforegoing, the Surviving Corporation Indemnified Losses shall advance to such person all include reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of prosecuting a written request for such advanceclaim under this Section 7.3(a). The Surviving Corporation shall not require any security periodically advance or reimburse each Indemnified Person for any all reasonable fees and expenses of counsel constituting Indemnified Losses as such undertaking. For a period of six (6) years after the Effective Time, Parent fees and expenses are incurred; provided that such Indemnified Person shall cause agree to promptly repay to the Surviving Corporation the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to maintain the current policies of officers’ and directors’ liability insurance maintained further appeal or discretionary review that such Indemnified Person is not entitled to be indemnified by the Company (Surviving Corporation in connection with such matter. In the “Current Policies”) (provided event that the Surviving Corporation sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may substitute therefor policies enter with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; providedany Person, however, that in no event shall the Surviving Corporation be required to expendshall, per annumas a condition of any such transaction, in excess of 200% of the annual premium currently paid by the Company for cause such coverage (purchaser or such coverage surviving corporation, as is available for 200% of such annual premium); providedthe case may be, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from assume the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to 's obligations under this Section 7.1. Alternatively, with 7.3 upon the consent consummation of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelableany such transaction.

Director and Officer Liability. (a) From and after the Effective Time, Parent shall cause and, when applicable, the Surviving Corporation to honor all of the Company’s obligations to indemnify Corporation, shall indemnify, defend and hold harmless to the present fullest extent permitted by Law the current and former officers and directors of the Company and its Subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, fines, penalties and liabilities in respect of acts or omissions occurring at or prior to the Effective Time to Time, including, but not limited to, amounts paid in settlement or compromise with the extent provided under the Company Articles approval of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof Parent (to the fullest extent permitted by applicable Law), and which approval shall not amend (in a manner adverse be unreasonably withheld, delayed or conditioned). Parent and Merger Subsidiary agree that all rights to such present and former officers and directors) the provisions relating to indemnificationexculpation, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and advancement of expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that now existing in no event shall favor of the Surviving Corporation be required to expend, per annumIndemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.7 of the Company’s Disclosure Letter, in excess of 200% each case in effect as of the annual premium currently paid by date hereof, shall survive the Company for such coverage (Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or such coverage as is available for 200% of such annual premium); providedbecomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, then Parent and, any present or former officer or directorwhen applicable, upon reasonable written notice thereof from the Surviving Corporation, who desires shall advance, to the extent not prohibited by Law, any costs, expenses (including, but not limited to, reasonable attorneys’ fees) and all other disbursements or expenses of the types customarily incurred by any Indemnified Party arising out of, relating to or incurred in connection with such Legal Proceeding. Such advanced expenses, however, shall be covered made within twenty (20) days after the receipt by Parent and, when applicable, the Current Policies may so elect Surviving Corporation, of a statement or statements requesting such advances (which shall include invoices received by any Indemnified Party in connection with such expenses) and shall be covered not include amounts paid in settlement by the Current Policies so long as such former offer any Indemnified Party or director pays the portion of the premium for such Current Policies in excess of the amount which the of judgments or fines against any Indemnified Party. Advances shall be unsecured and interest free. The Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheldsettle, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects compromise or consent to the coverage described above. The insurance purchased pursuant entry of any judgment in any Legal Proceeding pending or threatened in writing to this Section 7.1 shall which an Indemnified Party is a party (and in respect of which indemnification could be prepaid at sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Proceeding or the Effective Time and shall be non-cancelableIndemnified Party otherwise consents.

Director and Officer Liability. (a) From Parent shall cause the Surviving Corporation to, and after the Surviving Corporation shall, indemnify and hold harmless, to the fullest extent permitted under applicable law, the individuals who on or prior to the Effective Time were officers, directors and employees of Honeywell or its Subsidiaries (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of Honeywell or any of its Subsidiaries at any time on or prior to the Effective Time. In the event the Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or Parent shall assume the obligations of the Surviving Corporation or the Parent, as the case may be, as set forth in this Section 6.2. An Indemnitee shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the Surviving Corporation to assume and control the defense of such litigation, claim or proceeding, such Indemnitee shall have the right to employ separate counsel and to participate in the defense of such litigation, claim or proceeding, and the Surviving Corporation shall bear the reasonable fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Indemnitee if (i) the use of counsel chosen by the Surviving Corporation to represent such Indemnitee would present such counsel with a conflict of interest or (ii) such Indemnitee shall have legal defenses available to it or to other Indemnitees which are different from or in addition to those available to the Surviving Corporation; provided, however, that the Indemnitee shall be required to deliver an undertaking to Honeywell as contemplated by Section 2 of Article VI of the restated certificate of incorporation of Honeywell. The Surviving Corporation shall not settle any matter set forth in Section 6.2 of the Honeywell Disclosure Schedule unless the terms of the settlement provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Indemnitee and the settlement discharges all rights against Indemnitee with respect to such matter. Parent shall cause the Surviving Corporation to honor all indemnification agreements with Indemnitees (including under Honeywell's by-laws) in effect as of the Company’s obligations date of this Agreement in accordance with the terms thereof. Honeywell has disclosed to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring at or Parent all such indemnification agreements prior to the Effective Time to the extent provided under the Company Articles date of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expend, per annum, in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelableAgreement.

Director and Officer Liability. (a) From and after the Effective Time, Parent Holding Company shall cause the Surviving Corporation to honor all of the Company’s obligations to indemnify and hold harmless and advance expenses to the present and former officers and directors of each member of the Company Omnipoint Group and the present and former officers and directors of each member of the VoiceStream Group, and each person who prior to the Effective Time becomes an officer or director of any member of the Omnipoint Group or any member of the VoiceStream Group (each an "Indemnified Person"), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including, without limitation, for acts or omissions occurring in connection with this Agreement and the consummation of the Transactions) to the same extent provided under the Company Articles Omnipoint's certificate of Incorporation incorporation and the Company By-laws and other indemnity arrangements bylaws in effect on the date hereof (with respect to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directorsdirectors of the Omnipoint Group) or VoiceStream's certificate of incorporation and bylaws in effect on the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six date hereof (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification with respect to the extent that it is ultimately determined officers and directors of the VoiceStream Group) (collectively, the ("Indemnified Losses"); provided that such indemnification is prohibited shall be subject to any limitation imposed from time to time under applicable Lawlaw. In respect Without limiting the generality of the foregoing, the Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 7.2(a). Holding Company shall periodically advance or reimburse each Indemnified Person for all reasonable fees and expenses of counsel constituting Indemnified Losses as such fees and expenses are incurred; provided that such Indemnified Person shall agree to promptly repay to Holding Company the amount of any matter for which a present such reimbursement if it shall be judicially determined by judgment or former director or officer may be entitled to indemnification, order not subject to receipt by the Surviving Corporation of a writing that sets forth (i) further appeal or discretionary review that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person Indemnified Person is not entitled to indemnification, the Surviving Corporation shall advance to be indemnified by Holding Company in connection with such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expend, per annum, in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelablematter.

Director and Officer Liability. (a) From and after the Effective Time, Parent shall cause the The Surviving Corporation to honor all of the Company’s obligations to shall indemnify and hold harmless and advance expenses to the present and former officers officers, directors and directors employees of MediaOne and the Company MediaOne Subsidiaries, and each person who prior to the Effective Time becomes an officer, director or employee of MediaOne (each an "INDEMNIFIED PERSON"), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including, without limitation, for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby) to the same extent provided under the Company Articles MediaOne's certificate of Incorporation incorporation and the Company By-laws and other indemnity arrangements bylaws in effect on the date hereof (to the fullest extent permitted by applicable Law"INDEMNIFIED LOSSES"), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined provided that such indemnification is prohibited shall be subject to any limitation imposed from time to time under applicable Lawlaw. In respect Without limiting the generality of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnificationforegoing, the Surviving Corporation Indemnified Losses shall advance to such person all include reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of prosecuting a written request for such advanceclaim under this Section 7.03(a). The Surviving Corporation shall not require any security periodically advance or reimburse each Indemnified Person for any all reasonable fees and expenses of counsel constituting Indemnified Losses as such undertaking. For a period of six (6) years after the Effective Time, Parent fees and expenses are incurred; provided that such Indemnified Person shall cause agree to promptly repay to the Surviving Corporation the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to maintain the current policies of officers’ and directors’ liability insurance maintained further appeal or discretionary review that such Indemnified Person is not entitled to be indemnified by the Company (Surviving Corporation in connection with such matter. In the “Current Policies”) (provided event that the Surviving Corporation sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may substitute therefor policies enter with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; providedany Person, however, that in no event shall the Surviving Corporation be required to expendshall, per annumas a condition of any such transaction, in excess of 200% of the annual premium currently paid by the Company for cause such coverage (purchaser or such coverage surviving corporation, as is available for 200% of such annual premium); providedthe case may be, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from assume the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to 's obligations under this Section 7.1. Alternatively, with 7.03 upon the consent consummation of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelableany such transaction.

Director and Officer Liability. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to honor all of the Company’s 's obligations to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring at or prior to the Effective Time to the extent provided under the Company Company's Articles of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Company's Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ ' and directors’ ' liability insurance maintained by the Company (the “"Current Policies”") (provided that the Surviving Corporation may substitute therefor therefore policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “"Replacement Policies”")) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expend, per annum, in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “"tail” " insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelable.

Director and Officer Liability. (a) From and after the Effective Time, Parent Holding Company shall cause the Surviving Corporation to honor all of the Company’s obligations to indemnify and hold harmless and advance expenses to the present and former officers and directors of each member of the Company Omnipoint Group and the present and former officers and directors of each member of the VoiceStream Group, and each person who prior to the Effective Time becomes an officer or director of any member of the Omnipoint Group or any member of the VoiceStream Group (each an "Indemnified Person"), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including, without limitation, for acts or omissions occurring in connection with this Agreement and the consummation of the Transactions) to the same extent provided under the Company Articles Omnipoint's certificate of Incorporation incorporation and the Company By-laws and other indemnity arrangements bylaws in effect on the date hereof (with respect to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directorsdirectors of the Omnipoint Group) or VoiceStream's certificate of incorporation and bylaws in effect on the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six date hereof (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification with respect to the extent that it is ultimately determined officers and directors of the VoiceStream Group) (collectively, the "Indemnified Losses"); provided that such indemnification is prohibited shall be subject to any limitation imposed from time to time under applicable Lawlaw. In respect Without limiting the generality of the foregoing, the Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 7.2(a). Holding Company shall periodically advance or reimburse each Indemnified Person for all reasonable fees and 59 expenses of counsel constituting Indemnified Losses as such fees and expenses are incurred; provided that such Indemnified Person shall agree to promptly repay to Holding Company the amount of any matter for which a present such reimbursement if it shall be judicially determined by judgment or former director or officer may be entitled to indemnification, order not subject to receipt by the Surviving Corporation of a writing that sets forth (i) further appeal or discretionary review that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person Indemnified Person is not entitled to indemnification, the Surviving Corporation shall advance to be indemnified by Holding Company in connection with such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expend, per annum, in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelablematter.

Director and Officer Liability. (a) From and Parent agrees that at all times after the Effective Time, Parent it shall, or shall cause the Surviving Corporation to honor all of the Company’s obligations and its Subsidiaries to indemnify each person who is now, or has been at any time prior to the date hereof, an employee, agent, director or officer of Company or of any of its Subsidiaries, its successors and hold harmless assigns (individually an "Indemnified Party" and collectively the present "Indemnified Parties"), with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and former officers and directors expenses of the legal counsel), against any Indemnified Party in his or her capacity as an employee, agent, officer or director of Company or its Subsidiaries, whenever asserted or claimed, based in respect of acts whole or omissions in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time to whether commenced, asserted or claimed before or after the extent provided Effective Time, including liability arising under the Company Articles 1933 Act, the 1934 Act or state law. In the event of Incorporation any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense described in the preceding sentence, Parent shall pay the reasonable fees and expenses of counsel selected by the Company By-laws Indemnified Parties promptly after statements are received and other indemnity arrangements otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred. Parent shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Company and its Subsidiaries on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation Parent may substitute therefor policies with reputable and financially sound carriers of having at least the same coverage and amount amounts thereof and containing terms and conditions that which are no less favorable (advantageous to the “Replacement Policies”)persons currently covered by such policies as insured) in with respect of acts to facts or omissions circumstances occurring at or prior to the Effective Time covering each Time; provided that if the aggregate annual premiums for such Person currently covered by insurance during such Current Policies; provided, however, that in no event six-year period shall the Surviving Corporation be required to expend, per annum, in excess of 200exceed 300% of the annual per annum rate of the aggregate premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the most advantageous coverage (or such coverage as is that shall then be available for 200at an annual premium equal to 300% of such annual premium); providedrate. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 5.12. The rights under this Section 5.12 are in addition to rights that an Indemnified Party may have under the articles of incorporation, furtherbylaws, that if or other similar organizational documents of Company or any of its Subsidiaries or the annual premium required to provide the foregoing insurance exceeds 200% Maine Law. The rights under this Section 5.12 shall survive consummation of the annual premium currently paid by the Company (which the Company represents Merger and warrants is equal are expressly intended to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires benefit each Indemnified Party. Parent agrees to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which cause the Surviving Corporation is obligated and any of its Subsidiaries (or their successors) to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering maintain in effect for a period of six (6) years after the provisions of its articles of incorporation or bylaws or similar organizational documents providing for indemnification of Indemnified Parties, with respect to facts or circumstances occurring at or prior to the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelablefullest extent provided by law.

Director and Officer Liability. (a) From and after the Effective Time, Parent The Purchaser shall cause the Surviving Corporation to honor all of to, and the Company’s obligations to Surviving Corporation shall, indemnify and hold harmless harmless, to the present and former officers and directors of fullest extent permitted under applicable law, the Company in respect of acts or omissions occurring at individuals who on or prior to the Effective Time were officers or directors of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company at any time on or prior to the extent provided under Effective Time. In the Company Articles event the Surviving Corporation or the Purchaser or any of Incorporation and the Company By-laws and their successors or assigns (i) consolidates with or merges into any other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), Person and shall not amend be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or the Purchaser shall assume the obligations of the Surviving Corporation or the Purchaser, as the case may be, as set forth in this Section 14.7. An Indemnitee shall have a manner adverse right to such present and former officers and directorsparticipate in (but not control) the provisions relating defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the Surviving Corporation to indemnificationassume and control the defense of such litigation, exculpation claim or proceeding, such Indemnitee shall have the liability of directors right to employ separate counsel and to participate in the Company Articles defense of Incorporation such litigation, claim or proceeding, and the Company By-laws for at least six Surviving Corporation shall bear the reasonable fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Indemnitee if (6x) years after the Effective Timeuse of counsel chosen by the Surviving Corporation to represent such Indemnitee would present such counsel with a conflict of interest or (y) such Indemnitee shall have legal defenses available to it or to other Indemnitees which are different from or in addition to those available to the Surviving Corporation; provided, however, that the Surviving Corporation shall have no obligation Indemnitee may be required to provide such indemnification deliver an undertaking to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt Company if contemplated by the Surviving Corporation certificate of a writing that sets forth (i) that such person has a good faith belief that incorporation of the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advanceCompany. The Surviving Corporation shall not require settle any security matter unless the terms of the settlement provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Indemnitee and the settlement discharges all rights against Indemnitee with respect to such undertakingmatter. For a period of six (6) years after the Effective Time, Parent The Purchaser shall cause the Surviving Corporation to maintain the current policies of officers’ to, and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies shall, honor all indemnification agreements with reputable and financially sound carriers of at least Indemnitees (including under the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”)Company's by-laws) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by such Current Policies; provided, however, that in no event shall the Surviving Corporation be required to expend, per annum, in excess of 200% effect as of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% date of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies this Agreement in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, accordance with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described aboveterms thereof. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelableAll such indemnification agreements are identified on Schedule 14.7(a).

Director and Officer Liability. (a) From and Parent agrees that at all times after the Effective Time, Parent it shall, or shall cause the Surviving Corporation to honor all of the Company’s obligations and its Subsidiaries to indemnify each person who is now, or has been at any time prior to the date hereof, an employee, agent, director or officer of Company or of any of its Subsidiaries, its successors and hold harmless assigns (individually an "Indemnified Party" and collectively the present "Indemnified Parties"), with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and former officers and directors expenses of the legal counsel), against any Indemnified Party in his or her capacity as an employee, agent, officer or director of Company or its Subsidiaries, whenever asserted or claimed, based in respect of acts whole or omissions in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time to whether commenced, asserted or claimed before or after the extent provided Effective Time, including liability arising under the Company Articles 1933 Act, the 1934 Act or state law. In the event of Incorporation any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense described in the preceding sentence, Parent shall pay the reasonable fees and expenses of counsel selected by the Company By-laws Indemnified Parties promptly after statements are received and other indemnity arrangements otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred. Parent shall, or shall cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Company and its Subsidiaries on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and directors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation Parent may substitute therefor policies with reputable and financially sound carriers of having at least the same coverage and amount amounts thereof and containing terms and conditions that which are no less favorable (advantageous to the “Replacement Policies”)persons currently covered by such policies as insured) in with respect of acts to facts or omissions circumstances occurring at or prior to the Effective Time covering each Time; provided that if the aggregate annual premiums for such Person currently covered by insurance during such Current Policies; provided, however, that in no event six-year period shall the Surviving Corporation be required to expend, per annum, in excess of 200exceed 300% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% per annum rate of such annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director, upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 7.1 shall be prepaid at the Effective Time and shall be non-cancelable.the