Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. (a) All rights to indemnification, advancement of expenses and 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 date hereof) and any indemnification or other agreements of the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the generality or effect of the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the 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 obligations of the Company and its Subsidiaries to the Indemnified Persons pursuant to (A) any Indemnification Agreement, and (C) indemnification, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents of the Company or any of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof).

Director and Officer Liability. (a) All rights Parent shall not, and shall cause the Surviving Corporation not to, take any action to indemnificationalter or impair, advancement any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and exculpation from expenses), judgments, fines, losses, claims, damages, liabilities for and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring at or alleged to occur prior to or at the Effective Time now existing in favor of to the current extent provided under the Company’s or former directors such Subsidiaries’ respective organizational and governing documents 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 agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, copies the Merger or the other transactions contemplated by this Agreement or arising out of which have been made available to Parent prior or pertaining to the date hereoftransactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any indemnification such person serving as an officer, director or other agreements fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger, without further action, at the Effective Time, and Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsthe terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, and officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Lawindividual. Without limiting the generality or effect For a period of the foregoing, from and six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation toshall cause to be maintained in effect, (i) indemnify the current policies of officers’ and hold harmless directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the Indemnified Persons to the fullest extent permitted (whether date hereof 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 obligations of the Company and its Subsidiaries (the “Current Policies”); provided, however, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the Indemnified Persons pursuant covered persons in respect of claims arising from facts or events that existed or occurred prior to (A) any Indemnification Agreementor at the Effective Time under the Current Policies; provided, and (C) indemnificationfurther, expense advancement and exculpation provisions set forth however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company Certificate under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of Incorporation and Company Bylaws or other charter or organizational documents coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company or to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of its Subsidiaries (copies of which have been made available to Parent such coverage prior to the date hereof)Closing.

Director and Officer Liability. (a) All The Surviving Entity shall, and Parent shall cause the Surviving Entity to, assume the obligations with respect to all rights to indemnification, advancement of expenses indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and or its Subsidiaries (each, an the “Indemnified PersonParties”) as provided in the Company Certificate of Incorporation or Articles, the 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 date hereof) and any indemnification or other agreements of Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger), without further action, at as of the Effective Time, Time and such obligations shall survive the Merger Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shallEntity shall maintain in effect in the certificate of incorporation and bylaws or similar organizational documents of the Surviving Entity and its Subsidiaries, exculpation, indemnification and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and Parent shall cause not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the Surviving Corporation torights thereunder of any Indemnified Party; provided, comply with and honor however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the foregoing obligations; provided that disposition of such obligations shall be subject to any limitation imposed from time to time under Applicable LawAction or resolution of such claim. Without limiting the generality or effect of the foregoing, from From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the 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 obligations of the Company Entity and its Subsidiaries to the Indemnified Persons pursuant to (A) any Indemnification Agreementhonor, and (C) indemnificationin accordance with their respective terms, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents each of the Company or any of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof)covenants contained in this Section 7.5.

Director and Officer Liability. (a) All rights to indemnificationFrom and after the Closing Date, the Company, the Surviving Corporation and their respective Subsidiaries shall, and Parent shall cause the Company, the Surviving Corporation or any of their respective Subsidiaries, as the case may be, to: (i) indemnify, defend and hold harmless, against any costs or expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former present directors or and officers of the Company and its Subsidiaries each Company Subsidiary (in all of their capacities) (each, an “Indemnified Person”) to the same extent such persons are indemnified or have the right to advancement of expenses as provided in of the Agreement Date by the Company Certificate of Incorporation or any Company Bylaws (or comparable Subsidiary pursuant to the Company Charter Documents, the charter and organizational documents as of the Company Subsidiaries and the indemnification agreements in effect existence on the date of this Agreement, copies of which have been made available to Parent prior to the date hereof) and hereof with any indemnification directors or other agreements officers of the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent Company Subsidiary; and the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the generality or effect of the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the 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 include and honor cause to be maintained in all respect effect in the obligations Company’s or the Surviving Corporation’s (or any successor’s), as the case may be, charter and bylaws for a period of six (6) years after the Closing Date, the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the Company and its Subsidiaries to Charter Documents. If the Indemnified Persons pursuant to Company or the Surviving Corporation, as the case may be, or any of their respective successors or assigns (A) shall consolidate with or merge into any Indemnification Agreementother corporations or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, and (C) indemnification, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws corporation or other charter or organizational documents entity, then and in each such case, proper provisions shall be made so that the successors and assigns of the Company or any the Surviving Corporation, as the case may be, shall assume in writing all of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof)obligations set forth in this Section 5.7.

Director and Officer Liability. (a) All rights to indemnification, advancement of expenses and 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 date hereof) and any indemnification or other agreements of the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply and 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 and honor respect to all acts or omissions by them in their capacities as such or taken at the foregoing obligations; provided that such obligations shall be subject request of Honeywell or any of its Subsidiaries at any time on or prior to any limitation imposed from time to time under Applicable Law. Without limiting the generality or effect of the foregoing, from and after 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 shallshall 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, to honor all indemnification agreements with Indemnitees (iincluding under Honeywell's by-laws) indemnify and hold harmless the Indemnified Persons to the 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 obligations effect as of the Company and its Subsidiaries to date of this Agreement in accordance with the Indemnified Persons pursuant to (A) any Indemnification Agreement, and (C) indemnification, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents of the Company or any of its Subsidiaries (copies of which have been made available terms thereof. Honeywell has disclosed to Parent all such indemnification agreements prior to the date hereof)of this Agreement.

Director and Officer Liability. (a) All Purchaser agrees that, to the fullest extent permitted under Applicable Law, all rights to indemnificationexculpation, indemnification and advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former directors or and officers of the Company and or its Subsidiaries (each, an “Indemnified Person”) as provided in the Company Certificate their respective articles of Incorporation association or Company Bylaws (or comparable other organizational documents as or in effect on the date any agreement or deed of this Agreement, copies of which have been made available to Parent prior to the date hereof) and any indemnification or other agreements of the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger, without further action, at the Effective Time, and indemnity shall survive the Merger Transaction and shall continue in full force and effect in accordance with their terms, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed . For a period of six years from time to time under Applicable Law. Without limiting the generality or effect of the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the fullest extent permitted (whether by Delaware under Applicable 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 obligations of the Purchaser shall cause Company and its Subsidiaries to maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Indemnified Persons pursuant to (A) articles of association or similar organizational documents of Company and its Subsidiaries in effect as at the date of this Agreement or in any Indemnification indemnification agreements of Company or its Subsidiaries with any of their respective current or former directors or officers in effect as at the date of this Agreement, and (C) indemnification, expense advancement and exculpation provisions set forth in to the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents of the fullest extent permitted under Applicable Law shall not permit Company or any of its Subsidiaries (copies to amend, repeal or otherwise modify any such provisions or any such indemnification agreements or the exculpation, indemnification or advancement of which have been expenses provisions of the organizational documents of Company or its Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors or officers of Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Proceeding pending or asserted or any claim made available within such period shall continue until the disposition of such Proceeding or resolution of such claim. Following the Closing Purchaser shall cause Company to Parent prior to comply with the date hereofterms of this Section 7.4(a).

Director and Officer Liability. (a) All rights to indemnificationFor a period of six (6) years after the Closing Date, Parent shall, and shall cause the Company, the Surviving Corporation or any of their respective Subsidiaries, as the case may be, to: (i) indemnify, defend and hold harmless, against any costs or expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former present directors or and officers of the Company and its Subsidiaries each Company Subsidiary (in all of their capacities) (each, an “Indemnified Person”) to the same extent such persons are indemnified or have the right to advancement of expenses as provided in of the Agreement Date by the Company Certificate or any Company Subsidiary pursuant to the applicable Company Charter Documents Table of Incorporation or Company Bylaws (or comparable organizational documents as Contents and the indemnification agreements in effect existence on the date of this Agreement, copies of which have been made available to Parent prior to the date hereof) and Agreement Date with any indemnification directors or other agreements officers of the Company or any of its Subsidiaries as Company Subsidiary; and (ii) include and cause to be maintained in effect on in the date hereof Company’s or the Surviving Corporation’s (copies or any successor’s), as the case may be, charter and bylaws for a period of which six (6) years after the Closing Date, the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the applicable Company Charter Documents; provided that the provisions of this clause (ii) shall be deemed to have been made available to Parent satisfied by the Company purchasing a “tail” policy prior to the date hereof) (Effective Time pursuant to Section 5.7(b). If the “Indemnification Agreements”) shall be assumed by Parent and Company or the Surviving Corporation in Corporation, as the Mergercase may be, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with or any of their terms, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the generality respective successors or effect of the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the 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 obligations of the Company and its Subsidiaries to the Indemnified Persons pursuant to assigns: (A) shall consolidate with or merge into any Indemnification Agreementother corporations or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, and (C) indemnification, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws corporation or other charter or organizational documents entity, then and in each such case, proper provisions shall be made so that the successors and assigns of the Company or any the Surviving Corporation, as the case may be, shall assume in writing all of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof)obligations set forth in this Section 5.7.

Director and Officer Liability. (a) All The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume the obligations with respect to all rights to indemnification, advancement of expenses indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and or its Subsidiaries (each, an the “Indemnified PersonParties”) as provided in the Company Certificate of Incorporation or Incorporation, the 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 date hereof) and any indemnification or other agreements of Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger), without further action, at as of the Effective Time, Time and such obligations shall survive the Merger Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall, shall maintain in effect in the certificate of incorporation and Parent shall cause bylaws or similar organizational documents of the Surviving Corporation toand its Subsidiaries, comply with exculpation, indemnification and honor advancement of expenses provisions that are no less favorable to the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting Indemnified Parties than those set forth in the generality Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the foregoingdate hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, from and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the 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 obligations of the Company and its Subsidiaries to the Indemnified Persons pursuant to (A) any Indemnification Agreementhonor, and (C) indemnificationin accordance with their respective terms, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents each of the Company or any of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof)covenants contained in this Section 7.5.

Director and Officer Liability. For a period of six years, from and after the Closing, the Company and its Subsidiaries (aand their successors or assigns) All rights to indemnificationshall indemnify and hold harmless the present and former officers, advancement of expenses directors, employees and 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 agents of the Company and its Subsidiaries (eachin respect of acts and omissions occurring on or prior to the Closing Date to the fullest extent permitted by Law and as may be required by the entity’s certificate of incorporation, an “Indemnified Person”) as provided in the Company Certificate of Incorporation or Company Bylaws (or comparable organizational bylaws and/or other governing documents as in effect on the date of this Agreement, copies of which have been made available to Parent prior to the date hereof) and hereof or under any indemnification or other agreements agreement between such Person and the Company or such Subsidiary disclosed in the Disclosure Letter and in effect on the date hereof (including advancement of expenses actually and reasonably incurred by him or her or on his or her behalf). At or prior to the Closing, the Company shall purchase a “tail” director and officer liability insurance policy providing coverage for a period of six years following the Closing for acts and omissions of the individuals who were officers or directors of either the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) Closing (the “Indemnification AgreementsD&O Insurance”) with respect to matters arising at or prior to the Closing. The costs of any D&O Insurance obtained pursuant to this Section 8.5 shall be assumed by Parent and Transaction Expenses. Notwithstanding any provision to the Surviving Corporation contrary in this Agreement or in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the generality or effect of the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation toD&O Insurance, (ia) indemnify and hold harmless no provision hereof or indemnification right in the Indemnified Persons to the fullest extent permitted (whether by Delaware Law, by any Applicable Laws, under the Company Certificate of Incorporation or Company Bylaws or D&O Insurance shall limit in any Indemnification Agreement), (ii) fulfill and honor in all respect way the obligations right of the Company and its Subsidiaries any Parent Indemnified Party to the Indemnified Persons indemnification pursuant to (A) any Indemnification Agreement, Article XI or Article XII and (Cb) indemnificationin no event shall Parent, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents of the Company or any of its Subsidiaries their respective successors and assigns have any obligation or liability of any kind whatsoever under this Section 8.5 to any Person with respect to indemnification, holding harmless, exculpation or expenses arising out of or relating to matters for which the Parent Indemnified Parties are indemnified pursuant to Article XI or Article XII (copies of which have been made available to Parent prior without regard to the date hereoflimitations set forth in Sections 11.2 and 11.3).

Director and Officer Liability. (a) All rights to indemnification, advancement of expenses and 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 date hereof) and any indemnification or other agreements of the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) The Purchaser shall be assumed by Parent and cause the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their termsto, and the Surviving Corporation shall, indemnify and Parent hold harmless, to the fullest extent permitted under applicable law, the 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 Effective Time. In the event the Surviving Corporation or the Purchaser 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 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 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 (x) the use 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 Indemnitee may be required to deliver an undertaking to the Company if contemplated by the certificate of incorporation of the Company. The Surviving Corporation shall not settle any 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 matter. The Purchaser shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the generality or effect of the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation toshall, honor all indemnification agreements with Indemnitees (i) indemnify and hold harmless the Indemnified Persons to the fullest extent permitted (whether by Delaware Law, by any Applicable Laws, including under the Company Certificate of Incorporation or Company Bylaws or Company's by-laws) in any Indemnification Agreement), (ii) fulfill and honor in all respect the obligations effect as of the Company and its Subsidiaries to date of this Agreement in accordance with the Indemnified Persons pursuant to (A) any Indemnification Agreement, and (C) indemnification, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents of the Company or any of its Subsidiaries (copies of which have been made available to Parent prior to the date hereofterms thereof. All such indemnification agreements are identified on Schedule 14.7(a).

Director and Officer Liability. (a) All rights During the period beginning on the Closing Date and ending on the sixth (6th) anniversary thereof, Parent shall cause the Company or Surviving Corporation, as the case may be, to indemnificationthe extent permitted by applicable Legal Requirements, to: (i) indemnify, defend and hold harmless all past and present directors and officers of the Acquired Corporations as of the Effective Time (such Persons, “Indemnified Persons”), against any costs or expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to such Indemnified Persons to the Effective Time now existing in favor same extent such persons are indemnified or have the right to advancement of expenses as of the current or former directors or officers of Agreement Date by the Company and its Subsidiaries (each, an “Indemnified Person”) as provided in pursuant to the Company Certificate of Incorporation or Company Bylaws (or comparable organizational documents as in effect on Charter Documents and the date of this Agreement, copies of which have been made available to Parent prior to the date hereof) and any indemnification or other agreements of the Company or any of its Subsidiaries as in effect existence on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent with any directors and the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the generality or effect officers of the foregoing, from Company; and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the 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 include and honor cause to be maintained in all respect the obligations of effect in the Company or the Surviving Corporation’s (or any successor’s), as the case may be, charter and its Subsidiaries to bylaws the Indemnified Persons pursuant to current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the Company Charter Documents. If the Company or the Surviving Corporation, as the case may be, or any of their respective successors or assigns: (A) shall consolidate with or merge into any Indemnification Agreementother corporations or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, and (C) indemnification, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws corporation or other charter or organizational documents entity, then and in each such case, proper provisions shall be made so that the successors and assigns of the Company or any the Surviving Corporation, as the case may be, shall assume all of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof)obligations set forth in this Section 4.7.

Director and Officer Liability. (a) All The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume the obligations with respect to all rights to indemnification, advancement of expenses indemnification 38 and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and or its Subsidiaries (each, an “the "Indemnified Person”Parties") as provided in the Company Certificate of Incorporation or Incorporation, the 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 date hereof) and any indemnification or other agreements of Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger), without further action, at as of the Effective Time, Time and such obligations shall survive the Merger Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall, shall maintain in effect in the certificate of incorporation and Parent shall cause bylaws or similar organizational documents of the Surviving Corporation toand its Subsidiaries, comply with exculpation, indemnification and honor advancement of expenses provisions that are no less favorable to the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting Indemnified Parties than those set forth in the generality Company's and its Subsidiaries' certificate of incorporation, bylaws or similar organizational documents as in effect as of the foregoingdate hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, from and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the 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 obligations of the Company and its Subsidiaries to the Indemnified Persons pursuant to (A) any Indemnification Agreementhonor, and (C) indemnificationin accordance with their respective terms, expense advancement and exculpation provisions set forth in the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents each of the Company or any of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof)covenants contained in this Section 7.5.

Director and Officer Liability. (a) All rights The Surviving Corporation shall comply with all of the Company's and its respective Subsidiaries' obligations to indemnificationindemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys' fees and expenses), advancement of expenses judgments, fines, losses, claims, damages, liabilities and exculpation from liabilities for amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative ("DAMAGES"), arising out of, relating to or in connection with any acts or omissions occurring at or alleged to occur prior to or at the Effective Time now existing in favor of to the current extent provided under the Company's or former directors such Subsidiaries' respective organizational and governing documents 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 agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, copies the Merger or the other transactions contemplated by this Agreement or arising out of which have been made available to Parent prior or pertaining to the date hereoftransactions contemplated by this Agreement; and (ii) such persons and any indemnification other present or former employee of the Company against any and all Damages arising out of acts or omissions in connection with such persons serving as an officer, director or other agreements fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger, without further action, at the Effective Time, and Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, the terms of the Surviving Corporation's articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors or officers arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Lawindividual. Without limiting the generality or effect For a period of the foregoing, from and six years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify shall cause to be maintained in effect the current policies of officers' and hold harmless directors' liability insurance maintained on the Indemnified Persons to the fullest extent permitted (whether date hereof 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 obligations of the Company and its respective Subsidiaries (the "CURRENT POLICIES"); PROVIDED, HOWEVER, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies shall, substitute therefor policies with reputable and financially sound carriers providing at least the same coverage and amount and containing terms and conditions that are no less favorable to the Indemnified Persons pursuant covered persons (the "REPLACEMENT POLICIES") in respect of claims arising from facts or events that existed or occurred prior to (A) any Indemnification Agreementor at the Effective Time under the Current Policies; PROVIDED, and (C) indemnificationFURTHER, expense advancement and exculpation provisions set forth HOWEVER, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents under the Current Policies; PROVIDED, FURTHER, HOWEVER, that in lieu of the foregoing insurance coverage, Parent may direct the Company or to purchase "tail" insurance coverage that provides coverage no less favorable than the coverage described above, PROVIDED that the Company shall not be required to pay any amounts in respect of its Subsidiaries (copies of which have been made available to Parent such coverage prior to the date hereof)Closing.