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

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 of the Disclosure Schedules, shall be assumed by the Surviving Entity in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub Subsidiary agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each ( an “D&O "Indemnified Party”") as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 of the Disclosure Schedules5.08, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an a “D&O Indemnified Party”) as provided in the Target Company Company’s Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 of the Company Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company and its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Company’s Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 7.1 of the Company Disclosure SchedulesLetter, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company and its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 6.08 of the Company Disclosure SchedulesLetter, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings and Merger Sub agree Acquirer agrees that all rights to indemnification, advancement of expenses and exculpation by the Target Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Target Company and its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 of the Disclosure Schedules5.09, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.08 of the Company Disclosure Schedules, shall be assumed by the Surviving Entity in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.01 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Buyer and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time Time, an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documentscertificate of incorporation (including any certificate of designations) or by-laws of the Company, in each case as in effect on the date of this AgreementSigning Date, or pursuant to any other Contracts contracts in effect on the date hereof and disclosed in Section 5.8 of the Disclosure Scheduleshereof, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Merger Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time Time, an officer or director of Target the Company and its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.10(a) of the Company Disclosure SchedulesLetter, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company or any of its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Company’s Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 6.08(a) of the Company Disclosure SchedulesSchedule, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company or its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.9 of the Company Disclosure SchedulesLetter, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company and its prior Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.08 of the Company Disclosure SchedulesLetter, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.08 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company and its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in on Section 5.8 6.09 of the Company Disclosure SchedulesLetter, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Bond Street and Merger Sub FCB agree that all rights to indemnification, advancement of expenses and exculpation by Target Company AC Financial now existing in favor of each Person person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time Time, an officer or director of Target Company AC Financial and its Subsidiaries (each an “D&O Indemnified Party”) as provided ), in the Target Company Charter Documents, each case as in effect on the date of this Agreement, or pursuant to any other Contracts contracts in effect on the date hereof and hereof, in each case to the extent fully disclosed in Section 5.8 of the Disclosure Schedules, shall be assumed by the Surviving Entity surviving corporation in the Company Merger or the Subsidiary Merger, as the case may be, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding subject thereto is pending or asserted or any claim subject thereto made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings The Parent and the Merger Sub agree that all rights to indemnification, advancement of expenses expenses, and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an a “D&O Indemnified Party”) as provided in the Target Company Charter DocumentsOrganizational Documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.05 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, terms and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 6.14 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Xxxxxx Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.01 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.02 of the Company Disclosure Schedules, shall be assumed by the Surviving Entity in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an a “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.03 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Buyer and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company or its Subsidiaries (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 of the Disclosure Schedules5.08, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.09 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Holdings Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by Target the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of Target the Company (each an “D&O Indemnified Party”) as provided in the Target Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.8 5.07 of the Disclosure Schedules, shall be assumed by the Surviving Entity Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.