Common use of Directors and Officers Indemnification Insurance Clause in Contracts

Directors and Officers Indemnification Insurance. (a) Parent shall cause the Surviving Corporation to maintain in effect in its certificate of incorporation and bylaws for a period of six (6) years after the Closing Date, the current provisions regarding elimination of liability of directors and indemnification of, and advancement of expenses to, the officers and directors of the Corporation and its Subsidiaries (both present (as of the Closing) and former). (b) Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any Subsidiary or the Company set forth in Section 5.17(b) of the Company Disclosure Schedule. The Parent shall cause the Surviving Corporation to obtain and fully pay (up to a maximum cost of 200% of the current annual premium paid by the Company for its existing coverage for directors’ and officers’ liability insurance in the aggregate (the “Maximum Amount”)) for “tail” insurance policies (which shall provide for the Side A, B and C coverage for Indemnified Directors and Officers where the existing policies also include coverage for the Company) with a claims period of at least five (5) years from the Closing Date, in each case from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to all such coverage in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Notwithstanding the foregoing, after the Closing Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such five (5) year period (as appropriate) the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum Amount.

Directors and Officers Indemnification Insurance. (a) Parent shall cause the Surviving Corporation to maintain in effect in its certificate of incorporation and bylaws for a period of six (6) years after the Closing Date, the current provisions regarding elimination of liability of directors and indemnification of, and advancement of expenses to, the officers and directors of the Corporation and its Subsidiaries (both present (as of the Closing) and former). (b) Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any Subsidiary or the Company set forth in Section 5.17(b) of the Company Disclosure Schedule. The Parent shall cause the Surviving Corporation to obtain and fully pay (up to a maximum cost of 200% of the current annual premium paid by the Company for its existing coverage for directors’ and officers’ liability insurance in the aggregate $400,000 (the “Maximum Amount”)) for “tail” insurance policies (which shall provide for the Side A, B and C coverage for Indemnified Directors and Officers where the existing policies also include coverage for the Company) with a claims period of at least five (5) years from the Closing Date, in each case from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to all such coverage in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Notwithstanding the foregoing, after the Closing Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such five (5) year period (as appropriate) the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum Amount.

Directors and Officers Indemnification Insurance. (a) Parent shall cause the Surviving Corporation to maintain in effect in its certificate of incorporation From and bylaws for a period of six (6) years after the Closing Date, the current provisions regarding elimination of liability of directors and indemnification ofClosing, and advancement until the sixth anniversary of expenses toClosing, the officers and directors of the Corporation and its Subsidiaries (both present (as of the Closing) and former). (b) Parent shall, and shall cause the Surviving Corporation to, honor assume the obligations with respect to all rights to indemnification, advancement of expenses and perform under all exculpation from liabilities for acts or omissions occurring at or prior to Closing in favor of the current or former directors or officers of the Company (collectively, the “Company Indemnified Persons”) as provided in the Company Organizational Documents or any indemnification agreements agreement between a Company Indemnified Person and the Company (in each case, as in effect on the Closing Date or as amended or entered into by prior to Closing with the Company or any Subsidiary or consent of Parent), without further action. The certificate of incorporation and bylaws of the Company Surviving Corporation shall contain provisions affording no less favorable protections with respect to indemnification and advancement of expenses set forth in Section 5.17(b) the Company Organizational Documents as in effect on the Closing Date, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Company Disclosure ScheduleIndemnified Persons, unless such modification is required by Law. The Any claims for indemnification made under this Section 6.3(a) on or prior to the sixth anniversary of Closing shall survive such anniversary until the final resolution thereof. (b) Parent shall cause obtain at its expense, at Closing, a prepaid (or “tail”) directors’ and officers’ liability insurance policy that shall remain effective and in place for six years from Closing and which shall be in respect of acts or omissions occurring at or prior to Closing, covering each current or former director or officer of the Surviving Corporation Company covered by the Company’s directors’ and officers’ liability insurance policy as of the Closing Date (a complete and accurate copy of which has been heretofore made available to obtain Parent) (collectively, the “Company Insured Persons”) on terms with respect to such coverage and fully amounts no less favorable than those of such policy in effect on the Closing Date; provided, however, that in satisfying its obligations under this Section, Parent shall not be obligated to pay (up to a maximum cost of 200more than 300% of the current annual premium paid by the Company for its existing coverage cost of premiums for directors’ and officers’ liability insurance to obtain such policy. It is understood and agreed that in the aggregate (event such a policy cannot be obtained for 300% or less of the “Maximum Amount”)) current cost of premiums for “tail” insurance policies (which directors’ and officers’ liability insurance, Parent shall provide for the Side A, B and C be obligated to obtain as much coverage for Indemnified Directors and Officers where the existing policies also include coverage for the Company) with a claims period of at least five (5) not less than six years from Closing as may be obtained for such amount. (c) This Section 6.3 shall survive the Closing Dateconsummation of Closing, in is intended to benefit each case from an insurance carrier with the same Company Indemnified Person or better credit rating Company Insured Person, as the Company’s current insurance carrier case may be, shall be binding on all successors and assigns of Parent and the Company and shall be enforceable by each Company Indemnified Person or Company Insured Person, as the case may be. Notwithstanding any provision of this Agreement to the contrary, nothing in this Section 6.3(c) shall affect any rights of Parent to indemnification under this Agreement with respect to all such coverage in an amount and scope at least as favorable as the Company’s events occurring prior to, or circumstances existing policies with respect to matters existing or occurring at or prior to the Closing Date. Notwithstanding the foregoingat, after the Closing Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such five (5) year period (as appropriate) the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum AmountClosing.