Common use of Directors and Officers Exculpation Indemnification and Insurance Clause in Contracts

Directors and Officers Exculpation Indemnification and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors and officers of the Company or any of its Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under Applicable Law. In the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of fraud or dishonesty is proved; and (y) the Surviving Company shall cooperate in the defense of any such matter.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent agrees that all rights shall, to indemnificationthe fullest extent permitted by applicable Laws, advancement of expenses as now or hereafter in effect: indemnify and exculpation hold harmless each person who is at the date hereof, was previously, or during the period from liabilities for acts or omissions occurring at or prior to the date hereof through the Effective Time existing in favor of the current will be, serving as a director, officer or former directors and officers employee of the Company or any of its Subsidiaries and each Person who served as provided a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, in their respective Charter Documents capacity as such, the “Covered Persons”) in connection with any D&O Claim and any indemnification losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other similar agreements of the Company out-of-pocket costs relating to or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, resulting from such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter DocumentsD&O Claim. Without limiting the foregoingIn addition, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines Surviving Corporation and fees, Parent shall advance costs and expenses, expenses (including reasonable attorneys’ fees and disbursements, fees) as incurred by any Covered Person in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative D&O Claim promptly (including with respect to matters existing or occurring at or prior to the Effective Time and in any event within ten (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out 10) days) after receipt by Parent of or pertaining to the fact that a written request for such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, advance to the fullest extent permitted under Applicable applicable Law. In the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any the Person to whom expenses are advanced shall provide provides an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, undertaking to repay such advances if it is ultimately determined by final non-appealable adjudication (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 5.11, upon learning of any claim, action or any allegation proceeding in respect of fraud or dishonesty is provedwhich such indemnification will be sought, shall notify Parent thereof in writing; and (y) provided, that the failure to so notify the Surviving Company Corporation shall not affect the indemnification obligations of the Surviving Corporation or Parent under this Section 5.11(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such matterD&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to From the Effective Time existing and for a period of six (6) years thereafter, the Surviving Corporation and Parent shall, to the fullest extent permitted by applicable Laws, as now or hereafter in favor of effect: (i) indemnify and hold harmless each person who is at the current date hereof, was previously, or former directors and officers during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries and each Person who served as provided a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in their respective Charter Documents connection with any D&O Claim and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closinglosses, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, lossesdamages, liabilities, damages, judgments, inquiriesfines, fines penalties, amounts paid in settlement (including all interest, assessments and fees, costs other charges paid or payable in connection with or in respect of any thereof) and expenses, including reasonable out-of-pocket attorneys’ fees and disbursementsall other out-of-pocket costs relating to or resulting from such D&O Claim. In addition, from the Effective Time and for a period of six (6) years thereafter, each of the Surviving Corporation and Parent shall advance costs and expenses (including attorneys’ fees) as incurred by any Covered Person in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative D&O Claim promptly (including with respect to matters existing or occurring at or prior to the Effective Time and in any event within ten (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out 10) days) after receipt by Parent of or pertaining to the fact that a written request for such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, advance to the fullest extent permitted under Applicable applicable Law. In the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any the Person to whom expenses are advanced shall provide provides an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, undertaking to repay such advances if it is ultimately determined by final non-appealable adjudication (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.7, upon learning of any claim, action or any allegation proceeding in respect of fraud or dishonesty is provedwhich such indemnification will be sought, shall notify Parent thereof in writing; and (y) provided, that the failure to so notify the Surviving Company Corporation shall not affect the indemnification obligations of the Surviving Corporation or Parent under this Section 6.7(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such matterD&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent agrees that all rights shall, to indemnificationthe fullest extent permitted by applicable Laws, advancement of expenses as now or hereafter in effect: (i) indemnify and exculpation hold harmless each person who is at the date hereof, was previously, or during the period from liabilities for acts or omissions occurring at or prior to the date hereof through the Effective Time existing in favor of the current will be, serving as a director, officer or former directors and officers employee of the Company or any of its Subsidiaries and each Person who served as provided a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in their respective Charter Documents connection with any D&O Claim and any indemnification losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other similar agreements of the Company out-of-pocket costs relating to or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, resulting from such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter DocumentsD&O Claim. Without limiting the foregoingIn addition, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines Surviving Corporation and fees, Parent shall advance costs and expenses, expenses (including reasonable attorneys’ fees and disbursements, fees) as incurred by any Covered Person in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative D&O Claim promptly (including with respect to matters existing or occurring at or prior to the Effective Time and in any event within ten (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out 10) days) after receipt by Parent of or pertaining to the fact that a written request for such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, advance to the fullest extent permitted under Applicable applicable Law. In the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any the Person to whom expenses are advanced shall provide provides an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, undertaking to repay such advances if it is ultimately determined by final non-appealable adjudication (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.10, upon learning of any claim, action or any allegation proceeding in respect of fraud or dishonesty is provedwhich such indemnification will be sought, shall notify Parent thereof in writing; and (y) provided, that the failure to so notify the Surviving Company Corporation shall not affect the indemnification obligations of the Surviving Corporation or Parent under this Section 6.10(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such matterD&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Company Merger Effective Time, the Surviving Corporation and Parent agrees that all rights to indemnificationshall, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or fullest extent permitted by applicable Laws: (i) indemnify and hold harmless each present and former directors director and officers officer of the Company or any of its Subsidiaries and each Person who served as provided a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in their respective Charter Documents connection with any D&O Claim and any indemnification losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other similar agreements of the Company out-of-pocket costs relating to or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, resulting from such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter DocumentsD&O Claim. Without limiting the foregoingIn addition, from and after the Company Merger Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines Surviving Corporation and fees, Parent shall advance costs and expenses, expenses (including reasonable attorneys’ fees and disbursements, fees) as incurred by any Covered Person in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out D&O Claim after receipt by Parent of or pertaining to the fact that a written request for such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, advance to the fullest extent permitted under Applicable applicable Law. In ; provided that the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide provides an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, undertaking to repay such advances if it is ultimately determined by final non-appealable adjudication (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification or any allegation of fraud or dishonesty is proved; and (y) the Surviving Company shall cooperate in the defense under this Section 6.9, upon learning of any claim, action or proceeding in respect of which such matterindemnification will be sought, shall notify Parent thereof in writing.

Directors and Officers Exculpation Indemnification and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors and officers of the Company or any of its Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from From and after the Effective Time, the Surviving Company hereby agrees Corporation and Parent shall, to the fullest extent permitted by applicable Laws, as now or hereafter in effect: (i) indemnify and hold harmless each of person who is at the Company Indemnified Partiesdate hereof, against all claimswas previously, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to during the period from the date hereof through the Effective Time (including this Agreementwill be, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is serving as a current or former director or officer of the Company or any of its SubsidiariesSubsidiaries and each Person who served as a director, officer, member, trustee or is a current or former director or officer fiduciary of another Personcorporation, having served partnership, joint venture, trust, pension or serving in such capacity other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any of its Subsidiariesthereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim. In addition, whether asserted or claimed prior to, at or from and after the Effective Time, each of the Surviving Corporation and Parent shall advance costs and expenses (including attorneys’ fees) as incurred by any Covered Person in connection with any D&O Claim after receipt by Parent of a written request for such advance to the fullest extent permitted under Applicable applicable Law. In ; provided that the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide provides an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, undertaking to repay such advances if it is ultimately determined by final non-appealable adjudication (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.10, upon learning of any claim, action or any allegation proceeding in respect of fraud or dishonesty is provedwhich such indemnification will be sought, shall notify Parent thereof in writing; and (y) provided, that the failure to so notify the Surviving Company Corporation shall not affect the indemnification obligations of the Surviving Corporation or Parent under this Section 6.10(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such matterD&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director or officer of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors and officers of the Company or any of its Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from From and after the Effective Time, the Surviving Company hereby agrees and Parent shall, to the fullest extent permitted by applicable Laws indemnify and hold harmless each of the Company Indemnified Partiespresent and former director, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Legal Proceeding, whether civil, criminal, administrative officer or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is a current or former director or officer employee of the Company or any of its SubsidiariesSubsidiaries and each Person who is on the Agreement Date, was previously, or is during the period from the Agreement Date through the Effective Time will be serving as or served as a current present or former director director, officer, member, trustee or officer fiduciary of another Personcorporation, having served partnership, joint venture, trust, pension or serving in such capacity other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim against any losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any of its Subsidiariesthereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; provided, whether asserted however, that no Covered Person shall compromise, settle or claimed come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any D&O Claim for which indemnification is being sought under this Section 6.9(a) unless Parent has consent thereto in writing (which consent will not be unreasonably withheld, condition or delayed), and Parent and the Surviving Company shall not have any liability for any such compromise, settlement or arrangement effected without Parent’s prior towritten consent. In addition, at or from and after the Effective Time, each of the Surviving Company and Parent shall advance costs and expenses (including attorneys’ fees) as incurred by any Covered Person in connection with any D&O Claim promptly (and in any event within ten (10) days) after receipt by Parent of a written request for such advance to the fullest extent permitted under Applicable applicable Law. In ; provided that the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, provides a written undertaking to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.9, upon learning of any claim, action or proceeding in respect of which such indemnification will be sought, shall notify Parent thereof in writing; provided that the failure to so notify the Surviving Company shall not affect the indemnification obligations of the Surviving Company or Parent under this Section 6.9(a), except to the extent such failure to notify materially prejudices the Surviving Company or Parent. In the event of any allegation of fraud or dishonesty is proved; such D&O Claim, Parent and (y) the Surviving Company shall cooperate with the Covered Person in the defense of any such matterD&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the Agreement Date.

Directors and Officers Exculpation Indemnification and Insurance. (a) Parent agrees that all rights to indemnificationDuring the period commencing at the Closing Date and ending on the sixth anniversary thereof, advancement of expenses the Purchaser will indemnify and exculpation from liabilities for acts or omissions occurring at or prior hold harmless, to the Effective Time existing fullest extent permitted by applicable Law or pursuant to any indemnification agreements with the Company in favor effect as of the Closing Date, each of the Company’s respective current or former directors and officers of the Company directors, officers, or any of its Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms employees (it being agreed that after the Closing, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, each an “Indemnified Person”) from and after the Effective Timeagainst any costs, the Surviving Company hereby agrees to indemnify fees and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, expenses (including reasonable attorneys’ fees and disbursementsinvestigation expenses), incurred judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior investigative, to the Effective Time (including this Agreementextent that such Legal Proceeding arises, the Statutory Merger Agreement and the Transactionsdirectly or indirectly, including the Merger)), arising out of or pertaining pertains, directly or indirectly, to the fact that any action or omission, or alleged action or omission, in such Company Indemnified Party is Person’s capacity as a current director, officer, employee or former director or officer agent of the Company or any of its SubsidiariesSubsidiaries or other Affiliates (regardless of whether such action or omission, or is a current alleged action or former director omission, occurred prior to or officer of another Person, having served or serving in such capacity at the request of Closing Date as well as any actions taken by the Company or any of its SubsidiariesPurchaser with respect thereto. Notwithstanding the foregoing, whether asserted or claimed prior toif, at or after the Effective Time, any time prior to the fullest extent permitted under Applicable Lawsixth anniversary of the Closing Date, any Indemnified Person delivers to Purchaser a written notice asserting a claim for indemnification pursuant to this Section, then the claim asserted in such notice will survive the sixth anniversary of the Closing Date until such claim is fully and finally resolved. In the event of any such Legal Proceeding: , (x1) each Company the Purchaser will have the right to control the defense thereof after the Closing Date (it being understood that, by electing to control the defense thereof, the Purchaser will be deemed to have waived any right to object to the Indemnified Party Person’s entitlement to indemnification hereunder with respect thereto); (2) the Indemnified Persons will be entitled to advancement retain their own counsel selected by them (the fees and expenses of which will be paid by the Purchaser); (3) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined by a court of appropriate jurisdiction after exhausting all appeals that such Indemnified Person is not entitled to indemnification, the Purchaser will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding, whether or not the Purchaser elects to control the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of fraud or dishonesty is provedProceeding; and (y4) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Surviving Company shall cooperate Purchaser is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its respective Affiliates will settle or otherwise compromise or consent to the defense entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such mattersettlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent agrees that all rights shall, to indemnificationthe fullest extent permitted by applicable Laws, advancement of expenses as now or hereafter in effect: (i) indemnify and exculpation hold harmless each person who is at the date hereof, was previously, or during the period from liabilities for acts or omissions occurring at or prior to the date hereof through the Effective Time existing in favor of the current will be, serving as a director, officer or former directors and officers employee of the Company or any of its Subsidiaries and each Person who served as provided a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in their respective Charter Documents connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other similar agreements security. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights date hereof and shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior inure to the Effective Time (including this Agreementbenefit of such Person’s heirs, the Statutory Merger Agreement successors, executors and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under Applicable Law. In the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide an undertaking, if personal and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of fraud or dishonesty is proved; and (y) the Surviving Company shall cooperate in the defense of any such matterlegal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent agrees that all rights shall, to indemnificationthe fullest extent permitted by the Organizational Documents, advancement of expenses as now or hereafter in effect: (i) indemnify and exculpation hold harmless each person who is at the date hereof, was previously, or during the period from liabilities for acts or omissions occurring at or prior to the date hereof through the Effective Time existing in favor of the current will be, serving as a director, officer or former directors and officers employee of the Company or any of its Subsidiaries and each Person who served as provided a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in their respective Charter Documents connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other similar agreements security. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights date hereof and shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior inure to the Effective Time (including this Agreementbenefit of such Person’s heirs, the Statutory Merger Agreement successors, executors and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under Applicable Law. In the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide an undertaking, if personal and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of fraud or dishonesty is proved; and (y) the Surviving Company shall cooperate in the defense of any such matterlegal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) Parent agrees that all rights to indemnificationIf the Merger is consummated, advancement of expenses and exculpation from liabilities for acts or omissions occurring during the period commencing at or prior to the Effective Time existing and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in favor all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company or any of its Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with or any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is person who becomes a current or former director or officer of the Company or any of its SubsidiariesSubsidiaries prior to the Effective Time (the "Indemnified Persons") under any indemnification, or is a current or former director or officer advancement of another Person, having served or serving expenses and exculpation provisions set forth in such capacity at the request Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the Company or any date of its Subsidiaries, whether asserted or claimed prior tothis Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at or after any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to the fullest extent permitted Surviving Corporation a written notice asserting a claim for indemnification under Applicable Lawsuch indemnification rights, then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such Legal Proceeding: (x) claim, proceeding, investigation or inquiry, the Surviving Corporation shall have the right to control the defense thereof after the Effective Time. In such case each Company Indemnified Party will Person shall be entitled to advancement of expenses incurred retain his or her own counsel, at his her own expense, in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefordefense; provided, that any Person to whom expenses are advanced shall provide an undertaking, if and only in the written opinion of counsel to the extent required by the Bermuda Companies ActIndemnified Person, the Charter Documents Indemnified Person's use of counsel of the Surviving Company or any applicable indemnification agreementCorporation would be expected to give rise to a conflict of interest, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of fraud or dishonesty is proved; and (y) the Surviving Company Corporation shall cooperate bear the reasonable expenses of the Indemnified Person's separate counsel. Notwithstanding anything to the contrary set forth in this Section 5.8(a), neither the defense Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement without such matterIndemnified Person's prior written consent unless such settlement, compromise, consent or termination (i) consists solely of money damages and such claim, proceeding, investigation or inquiry is finally settled, compromised, consented to or terminated or (ii) includes an unconditional release of such Indemnified Person from all liability arising out of such claim, proceeding, investigation or inquiry. Without limiting the foregoing, no Indemnified Person shall have any liability for or obligations with respect to any settlement or compromise effected without his or her prior written consent.