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

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at the Effective Time 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 all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the "Indemnified Persons") under any indemnification, advancement of expenses and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification under such 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 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 Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel to the Indemnified Person, the Indemnified Person's use of counsel of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 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 Indemnified 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.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during During the period commencing at the Effective Time Closing Date and ending on the sixth anniversary thereof, the Purchaser will indemnify and hold harmless, to the fullest extent permitted by applicable Law or pursuant to any indemnification agreements with the Company in effect as of the Effective TimeClosing Date, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations each of the Company and its Subsidiaries to any of the Company’s respective current or former directors directors, officers, or employees (each an “Indemnified Person”) from and officers against any costs, fees and expenses (including attorneys’ fees and investigation expenses), 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, to the extent that such Legal Proceeding arises, directly or indirectly, out of the Company and its Subsidiaries or pertains, directly or indirectly, to any person who becomes action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director director, officer, employee or officer agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time (the "Indemnified Persons") under Closing Date as well as any indemnification, advancement of expenses and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified actions taken by the Certificate of Incorporation in Company or Purchaser with respect thereto. Notwithstanding the form attached hereto as Exhibit G). Ifforegoing, if, at any time prior to the sixth anniversary of the Effective TimeClosing Date, any Indemnified Person delivers to the Surviving Corporation Purchaser a written notice asserting a claim for indemnification under such indemnification rightspursuant to this Section, then the claim asserted in such notice shall will survive the sixth anniversary of the Effective Time Closing Date until such time as such claim is fully and finally resolved. In the event of any such claimLegal Proceeding, proceeding, investigation or inquiry, (1) the Surviving Corporation shall Purchaser will have the right to control the defense thereof after the Effective Time. In such case each 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 Person shall Person’s entitlement to indemnification hereunder with respect thereto); (2) the Indemnified Persons will be entitled to 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; and (4) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her own counsel, at his her own expense, in prior written consent (unless such defense; provided, that if in settlement relates only to monetary damages for which the written opinion of counsel to the Indemnified Person, the Indemnified Person's use of counsel of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall bear the reasonable expenses of the Indemnified Person's separate counselPurchaser is entirely responsible). Notwithstanding anything to the contrary set forth in this Section 5.8(a)Agreement, neither the Surviving Corporation nor none of Purchaser or any of its respective Affiliates (including Parent) shall will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination with respect to of, any claim, proceeding, investigation or inquiry Legal Proceeding for which indemnification may be sought by an Indemnified Person under pursuant to this Agreement without such Indemnified 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 all Indemnified Person Persons 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 consentLegal Proceeding.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at the Effective Time From and ending on the sixth anniversary of after the Effective Time, the Surviving Corporation and its Subsidiaries shall Parent shall, to the fullest extent permitted by applicable Laws, as now or hereafter in effect: (i) indemnify and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any hold harmless each person who becomes is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director or officer of the Company or any of its Subsidiaries prior and each Person who served as 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 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 thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to the Effective Time (the "Indemnified Persons") under any indemnificationor resulting from such D&O Claim. In addition, advancement of expenses from and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of after the Effective Time, any Indemnified Person delivers to 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 notice asserting a request for such advance to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim for indemnification under this Section 6.10, upon learning of any claim, action or proceeding in respect of which such indemnification rightswill be sought, then shall notify Parent thereof in writing; provided, that the claim asserted in such notice failure to so notify the Surviving Corporation shall survive not affect the sixth anniversary indemnification obligations of the Effective Time until Surviving Corporation or Parent under this Section 6.10(a), except to the extent such time as such claim is fully and finally resolvedfailure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such claimD&O Claim, proceeding, investigation or inquiry, Parent and the Surviving Corporation shall have cooperate with the right to control Covered Person in the defense thereof after the Effective Timeof any such D&O Claim. In such case each Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel All rights to the Indemnified Person, the Indemnified Person's use of counsel indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director or officer of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 Surviving Corporation nor Company or any of its Affiliates (including Parent) Subsidiaries after the date hereof and shall settle or otherwise compromise or consent inure 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 Indemnified 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 benefit of such Indemnified Person from all liability arising out of such claimPerson’s heirs, proceedingsuccessors, 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 consentexecutors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at From the Effective Time and ending on the sixth anniversary for a period of the Effective Timesix (6) years thereafter, the Surviving Corporation and its Subsidiaries shall Parent shall, to the fullest extent permitted by applicable Laws, as now or hereafter in effect: (i) indemnify and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any hold harmless each person who becomes is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director director, officer or officer employee of the Company or any of its Subsidiaries prior and each Person who served as 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 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 thereof) and out-of-pocket attorneys’ fees and all 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 (the "Indemnified Persons"6) under any indemnificationyears thereafter, advancement each of expenses and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to 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 promptly (and in any event within ten (10) days) after receipt by Parent of a written notice asserting a request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim for indemnification under this Section 6.7, upon learning of any claim, action or proceeding in respect of which such indemnification rightswill be sought, then shall notify Parent thereof in writing; provided, that the claim asserted in such notice failure to so notify the Surviving Corporation shall survive not affect the sixth anniversary indemnification obligations of the Effective Time until Surviving Corporation or Parent under this Section 6.7(a), except to the extent such time as such claim is fully and finally resolvedfailure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such claimD&O Claim, proceeding, investigation or inquiry, Parent and the Surviving Corporation shall have cooperate with the right to control Covered Person in the defense thereof after the Effective Timeof any such D&O Claim. In such case each Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel All rights to the Indemnified Personindemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, the Indemnified Person's use of counsel officer or employee of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 Surviving Corporation nor Company or any of its Affiliates (including Parent) Subsidiaries after the date hereof and shall settle or otherwise compromise or consent inure 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 Indemnified 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 benefit of such Indemnified Person from all liability arising out of such claimPerson’s heirs, proceedingsuccessors, 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 consentexecutors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at the Effective Time From and ending on the sixth anniversary of after the Effective Time, the Surviving Corporation and its Subsidiaries shall (Company and Parent shall cause shall, to the Surviving Corporation fullest extent permitted by applicable Laws indemnify and its Subsidiaries to) honor hold harmless each present and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current former director, officer or former directors and officers of the Company and its Subsidiaries or any person who becomes a director or officer employee of the Company or any of its Subsidiaries prior to and each Person who is on the Agreement Date, was previously, or during the period from the Agreement Date through the Effective Time will be serving as or served as a present or former 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 "Indemnified “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 thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; provided, however, that no Covered Person shall compromise, settle or 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 indemnificationliability for any such compromise, advancement of expenses settlement or arrangement effected without Parent’s prior written consent. In addition, from and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of after the Effective Time, each of the Surviving Company and Parent shall advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Covered Person delivers 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 Surviving Corporation fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides a written notice asserting a undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Any Covered Person wishing to claim for indemnification under this Section 6.9, upon learning of any claim, action or proceeding in respect of which such indemnification rightswill be sought, then shall notify Parent thereof in writing; provided that the claim asserted in such notice failure to so notify the Surviving Company shall survive not affect the sixth anniversary indemnification obligations of the Effective Time until Surviving Company or Parent under this Section 6.9(a), except to the extent such time as such claim is fully and finally resolvedfailure to notify materially prejudices the Surviving Company or Parent. In the event of any such claimD&O Claim, proceeding, investigation or inquiry, Parent and the Surviving Corporation Company shall have cooperate with the right to control Covered Person in the defense thereof after the Effective Timeof any such D&O Claim. In such case each Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel All rights to the Indemnified Personindemnification and advancement conferred hereunder shall continue as to a Person who ceased to be a director, the Indemnified Person's use of counsel officer or employee of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 Surviving Corporation nor Company or any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to Subsidiaries after 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 Indemnified 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 consentDate.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at the Effective Time From and ending on the sixth anniversary of after the Effective Time, the Surviving Corporation and its Subsidiaries shall Parent shall, to the fullest extent permitted by applicable Laws, as now or hereafter in effect: (i) indemnify and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any hold harmless each person who becomes is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director director, officer or officer employee of the Company or any of its Subsidiaries prior and each Person who served as 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 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 Effective Time (the "Indemnified Persons") under Covered Person of any indemnification, advancement of expenses and exculpation provisions set forth Claim Expenses incurred by such Covered Person in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at connection with enforcing any time prior rights with respect to the sixth anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification under such indemnification rightsand/or advancement, then in each case without the claim asserted in such notice shall survive the sixth anniversary requirement of the Effective Time until such time as such claim is fully and finally resolvedany bond or other security. In the event of any such claimD&O Claim, proceeding, investigation or inquiry, Parent and the Surviving Corporation shall have cooperate with the right to control Covered Person in the defense thereof after the Effective Timeof any such D&O Claim. In such case each Indemnified All rights to indemnification and advancement conferred hereunder shall continue as to a Person shall who has ceased to be entitled to retain his a director, officer or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel to the Indemnified Person, the Indemnified Person's use of counsel employee of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 Surviving Corporation nor Company or any of its Affiliates (including Parent) Subsidiaries after the date hereof and shall settle or otherwise compromise or consent inure 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 Indemnified 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 benefit of such Indemnified Person from all liability arising out of such claimPerson’s heirs, proceedingsuccessors, 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 consentexecutors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at the Effective Time From and ending on the sixth anniversary of after the Effective Time, the Surviving Corporation and its Subsidiaries shall Parent shall, to the fullest extent permitted by applicable Laws, as now or hereafter in effect: (i) indemnify and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any hold harmless each person who becomes is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director director, officer or officer employee of the Company or any of its Subsidiaries prior and each Person who served as 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 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 thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to the Effective Time (the "Indemnified Persons") under any indemnificationor resulting from such D&O Claim. In addition, advancement of expenses from and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of after the Effective Time, any Indemnified Person delivers to 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 promptly (and in any event within ten (10) days) after receipt by Parent of a written notice asserting a request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim for indemnification under this Section 6.10, upon learning of any claim, action or proceeding in respect of which such indemnification rightswill be sought, then shall notify Parent thereof in writing; provided, that the claim asserted in such notice failure to so notify the Surviving Corporation shall survive not affect the sixth anniversary indemnification obligations of the Effective Time until Surviving Corporation or Parent under this Section 6.10(a), except to the extent such time as such claim is fully and finally resolvedfailure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such claimD&O Claim, proceeding, investigation or inquiry, Parent and the Surviving Corporation shall have cooperate with the right to control Covered Person in the defense thereof after the Effective Timeof any such D&O Claim. In such case each Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel All rights to the Indemnified Personindemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, the Indemnified Person's use of counsel officer or employee of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 Surviving Corporation nor Company or any of its Affiliates (including Parent) Subsidiaries after the date hereof and shall settle or otherwise compromise or consent inure 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 Indemnified 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 benefit of such Indemnified Person from all liability arising out of such claimPerson’s heirs, proceedingsuccessors, 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 consentexecutors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at the Effective Time From and ending on the sixth anniversary of after the Effective Time, the Surviving Corporation and its Subsidiaries shall (Parent shall, to the fullest extent permitted by applicable Laws, as now or hereafter in effect: indemnify and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any hold harmless each person who becomes is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director director, officer or officer employee of the Company or any of its Subsidiaries prior and each Person who served as 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 capacity as such, 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 thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to the Effective Time (the "Indemnified Persons") under any indemnificationor resulting from such D&O Claim. In addition, advancement of expenses from and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of after the Effective Time, any Indemnified Person delivers to 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 promptly (and in any event within ten (10) days) after receipt by Parent of a written notice asserting a request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim for indemnification under this Section 5.11, upon learning of any claim, action or proceeding in respect of which such indemnification rightswill be sought, then shall notify Parent thereof in writing; provided, that the claim asserted in such notice failure to so notify the Surviving Corporation shall survive not affect the sixth anniversary indemnification obligations of the Effective Time until Surviving Corporation or Parent under this Section 5.11(a), except to the extent such time as such claim is fully and finally resolvedfailure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such claimD&O Claim, proceeding, investigation or inquiry, Parent and the Surviving Corporation shall have cooperate with the right to control Covered Person in the defense thereof after the Effective Timeof any such D&O Claim. In such case each Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel All rights to the Indemnified Personindemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, the Indemnified Person's use of counsel officer or employee of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 Surviving Corporation nor Company or any of its Affiliates (including Parent) Subsidiaries after the date hereof and shall settle or otherwise compromise or consent inure 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 Indemnified 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 benefit of such Indemnified Person from all liability arising out of such claimPerson’s heirs, proceedingsuccessors, 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 consentexecutors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at From and after the Effective Time until the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall, and ending on Parent shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Laws, as now or hereafter in effect, indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries and each Person who served as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan maintained by 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 thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim. In addition, from and after the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall advance costs and its Subsidiaries shall expenses (including attorneys’ fees) as incurred by any Covered Person in connection with any D&O Claim promptly (and Parent shall cause in any event within ten (10) days) after receipt by the Surviving Corporation and its Subsidiaries toof a written request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) honor and fulfill that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.8, upon learning of any claim, action or proceeding in all respects respect of which such indemnification will be sought, shall notify the Surviving Corporation thereof in writing; provided, that the failure to so notify the Surviving Corporation shall not affect the indemnification obligations of the Company Surviving Corporation under this Section 6.8(a), except to the extent such failure to notify materially prejudices the Surviving Corporation. In the event of any such D&O Claim timely made pursuant to this Section 6.8(a), Parent and its Subsidiaries the Surviving Corporation shall use commercially reasonable efforts to cooperate with the Covered Person in the defense of any of such D&O Claim in accordance with this Section 6.8. All rights to the current or former directors indemnification and officers of the Company and its Subsidiaries or any person advancement conferred hereunder shall continue as to a Person who becomes has ceased to be a director or officer of the Company or any of its Subsidiaries prior after the date hereof and shall inure to the Effective Time (the "Indemnified Persons") under any indemnification, advancement of expenses and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification under such 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 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 Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel to the Indemnified Person, the Indemnified Person's use of counsel of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 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 Indemnified 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 benefit of such Indemnified Person from all liability arising out of such claimPerson’s heirs, proceedingsuccessors, 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 consentexecutors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummated, during the period commencing at the Effective Time From and ending on the sixth anniversary of after the Effective Time, the Surviving Corporation and its Subsidiaries shall Parent shall, to the fullest extent permitted by the Organizational Documents, as now or hereafter in effect: (i) indemnify and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any hold harmless each person who becomes is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director director, officer or officer employee of the Company or any of its Subsidiaries prior and each Person who served as 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 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 Effective Time (the "Indemnified Persons") under Covered Person of any indemnification, advancement of expenses and exculpation provisions set forth Claim Expenses incurred by such Covered Person in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at connection with enforcing any time prior rights with respect to the sixth anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification under such indemnification rightsand/or advancement, then in each case without the claim asserted in such notice shall survive the sixth anniversary requirement of the Effective Time until such time as such claim is fully and finally resolvedany bond or other security. In the event of any such claimD&O Claim, proceeding, investigation or inquiry, Parent and the Surviving Corporation shall have cooperate with the right to control Covered Person in the defense thereof after the Effective Timeof any such D&O Claim. In such case each Indemnified All rights to indemnification and advancement conferred hereunder shall continue as to a Person shall who has ceased to be entitled to retain his a director, officer or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel to the Indemnified Person, the Indemnified Person's use of counsel employee of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall 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 Surviving Corporation nor Company or any of its Affiliates (including Parent) Subsidiaries after the date hereof and shall settle or otherwise compromise or consent inure 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 Indemnified 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 benefit of such Indemnified Person from all liability arising out of such claimPerson’s heirs, proceedingsuccessors, 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 consentexecutors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) If the Merger is consummatedParent agrees that all rights to indemnification, during the period commencing advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time 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 existing in all respects the obligations of the Company and its Subsidiaries to any 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 any person who becomes 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 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 the Effective Time (the "Indemnified Persons") under any indemnification, advancement of expenses and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). Ifto, at any time prior to the sixth anniversary of or after the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification fullest extent permitted under such 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 resolvedApplicable Law. In the event of any such claim, proceeding, investigation or inquiry, the Surviving Corporation shall have the right to control the defense thereof after the Effective Time. In such case Legal Proceeding: (x) each Company Indemnified Person shall Party will be entitled to retain his or her own counsel, at his her own expense, advancement of expenses incurred in the defense of any such defenseLegal 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 in the written opinion of counsel and only to the Indemnified Personextent required by the Bermuda Companies Act, the Indemnified Person's use of counsel Charter Documents of the Surviving Corporation would be expected Company or any applicable indemnification agreement, to give rise repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to a conflict indemnification or any allegation of interest, fraud or dishonesty is proved; and (y) the Surviving Corporation Company shall bear cooperate in 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 Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry defense 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 Indemnified 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 consentmatter.