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

Directors’ and Officers’ Indemnification. (a) The indemnification provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for a period of three years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of Cereus. Parent hereby guaranties unconditionally the satisfaction of all such rights to indemnification. (b) In the event the Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or Parent shall assume the obligations of the Surviving Corporation or the Parent, as the case may be, set forth in this Section 6.9. (c) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect for each director and officer of Cereus and its Subsidiaries as of the Effective Time, liability insurance coverage with respect to matters arising at or prior to the Effective Time, in such amounts and containing such terms and conditions that are not materially less advantageous to such parties than the coverage applicable to such individuals immediately prior to the Effective Time. (d) The rights of each indemnified party hereunder shall be in addition to, and not in limitation of, any other rights such indemnified party may have under the charter or Bylaws of Cereus, any indemnification agreement, under the DGCL, or otherwise. The provisions of this Section 6.9 shall survive the consummation of the Merger and expressly are intended to benefit each of the indemnified parties.

Directors’ and Officers’ Indemnification. (a) The Parent shall cause the Surviving Corporation and its Subsidiaries (and their successors) to establish and maintain for a period of not less than six years from and after the Effective Time provisions in their certificates of incorporation, by-laws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and its Subsidiaries’ former and current officers, directors and employees that are no less favorable to those persons than the provisions of the Certificate certificate of Incorporation incorporation, by-laws and Bylaws other organizational documents of the Surviving Corporation Company and its Subsidiaries as in effect at as of the Effective Time date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of three years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directorsadverse to such officer, officersdirector or employee, employees or agents of Cereusexcept as required by applicable Law. Parent hereby guaranties unconditionally shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the satisfaction Surviving Corporation to honor, in accordance with their respective terms each of all such rights to indemnificationthe covenants contained in this Section 6.2. (b) In addition to and not in limitation of the event terms of Section 6.2(a), during the period ending on the sixth anniversary of the Effective Time, each of Parent and the Surviving Corporation or Parent shall indemnify and hold harmless, and provide advancement of expenses to, to the fullest extent permitted under applicable Law, each present and former director, officer and employee of the Company or any of their successors its Subsidiaries (each such director, officer or assigns employee, together with such person’s heirs, executors or administrators, an “Indemnified Party” and collectively, the “Indemnified Parties”) against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (i) consolidates any acts or omissions occurring or alleged to occur prior to, or as of, the Effective Time in their capacities as officers, directors, employees or controlling stockholders of the Company or any of its Subsidiaries or taken by them at the request of the Company or any of its Subsidiaries (including acts or omissions in connection with such persons serving as an officer or merges into director or in their capacity as a controlling stockholder in any other person and shall not be entity if such service was at the continuing request or surviving corporation or entity for the benefit of such consolidation or merger the Company) or (ii) transfers all or substantially all the negotiation, execution, adoption and approval of its properties and assets to any personthis Agreement, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or Parent shall assume the obligations of the Surviving Corporation Merger or the Parent, as other transactions contemplated by this Agreement or arising out of or pertaining to the case may be, set forth in transactions contemplated by this Section 6.9Agreement. (c) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect for each director effect, without any lapse in coverage, the current policies of directors’ and officer of Cereus officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries as (provided that Parent may substitute therefor policies of at least the Effective Time, liability insurance same coverage and amounts containing terms and conditions that are no less advantageous to the directors and officers than the current policies) for a claims-reporting or discovery period of at least such six year period with respect to matters arising at on or prior to before the Effective Time; provided, however, that (i) in lieu of the purchase of such amounts insurance by Parent, the Company or the Surviving Corporation may purchase a six-year extended reporting period endorsement under the Company’s existing directors’ and containing such terms officers’ liability insurance coverage effective for claims asserted for the full six year period referred to above, and conditions (ii) during this period, Parent shall not be required to procure any coverage in excess of the amount that are not materially less advantageous to such parties than can be obtained for the coverage applicable to such individuals immediately prior to remainder of the Effective Timeperiod for an annual premium of 250% of the current annual premium paid by the Company for its existing coverage. (d) The Surviving Corporation and Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 6.2 as such fees are incurred upon the written request of any Indemnified Party. (e) Each Indemnified Party shall, at the cost and expense of Parent, reasonably cooperate with Parent and the Surviving Corporation in the defense of any Proceeding for which indemnification may be sought pursuant to this Section 6.2 and shall furnish, at the cost and expense of Parent, or cause to be furnished records, documents, information and testimony, as may be reasonably requested by Parent in connection therewith. (f) In the event of any Proceeding for which indemnification may be sought pursuant to this Section 6.2, at the Effective Time, Parent will have the right to control the defense thereof; provided, that any Indemnified Party may participate in such defense with counsel retained by such Indemnified Party reasonably satisfactory to Parent. (g) The rights of each indemnified party Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such indemnified party Indemnified Party may have under the charter certificate of incorporation or Bylaws by-laws or any other organizational documents of Cereusthe Company or any of its Subsidiaries, any other indemnification agreementarrangement in existence as of the date of this Agreement, under the DGCL, DGCL or otherwise. The provisions of this Section 6.9 6.2 shall survive the consummation of the Merger and are expressly are intended to be for the benefit of, and shall be enforceable by, each of the indemnified partiesIndemnified Parties and shall be binding on the Parent, the Surviving Corporation and their respective successors and assigns. (h) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of the consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each case, proper provisions will be made so that the successors and assigns of Parent or the Surviving Corporation, as applicable, assume all of the obligations set forth in this Section 6.2.

Directors’ and Officers’ Indemnification. (a) The indemnification provisions Except to the extent required by law, until the fifth anniversary of the Certificate Effective Time, Conseco will not take any action so as to amend, modify or repeal the provisions for indemnification of Incorporation and Bylaws directors, officers, stockholders, employees or agents contained in any contracts or in the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Surviving Corporation and its Subsidiaries (which as in effect at of the Effective Time shall not be amended, repealed or otherwise modified for no less favorable to such individuals than those maintained by Exl and its subsidiaries on the date hereof) in such a period of three years from the Effective Time in any manner that as would materially and adversely affect the rights thereunder of individuals any individual who at shall have served as a director, officer, stockholder, employee or agent of Exl or any of its subsidiaries prior to the Effective Time were directors, officers, employees or agents (each an "Indemnified Party") to be indemnified by such corporations in respect of Cereus. Parent hereby guaranties unconditionally their serving in such capacities prior to the satisfaction of all such rights to indemnificationEffective Time. (b) The provisions of this Section are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, and his or her heirs and legal representatives, and shall be in addition to any other rights an Indemnified Party may have under the certificate or articles of incorporation or bylaws of the Surviving Corporation or any of its Subsidiaries, under applicable law. (c) In the event the Surviving Corporation or Parent Corporation, or any of their its successors or assigns assigns, (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all a material portion of its properties and properties, assets or operations to any person, then and then, in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or Parent Conseco shall assume the indemnification obligations of the Surviving Corporation or the Parent, as the case may be, set forth referred to in this Section 6.9. paragraph (ca) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect for each director and officer of Cereus and its Subsidiaries as of the Effective Time, liability insurance coverage with respect to matters arising at or prior to the Effective Time, in such amounts and containing such terms and conditions that are not materially less advantageous to such parties than the coverage applicable to such individuals immediately prior to the Effective Time. (d) The rights of each indemnified party hereunder shall be in addition to, and not in limitation of, any other rights such indemnified party may have under the charter or Bylaws of Cereus, any indemnification agreement, under the DGCL, or otherwise. The provisions of this Section 6.9 shall survive the consummation of the Merger and expressly are intended to benefit each of the indemnified partiesSection.

Directors’ and Officers’ Indemnification. (a) The indemnification (and advancement of expenses) provisions of the Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for a period of three six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time before the Effective Time were directors, officers, employees employees, agents, fiduciaries or agents other representatives of Cereusthe Company or, at the request of the Company, were serving as such with respect to another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan). If, within six years from the Effective Time, the Surviving Corporation is merged with and into Parent hereby guaranties unconditionally or another entity, the satisfaction articles (or certificate) of all incorporation and bylaws of Parent or such other entity shall, from and after such merger or until at least the sixth anniversary of the Effective Time, provide rights to indemnificationindemnification for such indemnified persons at least equivalent to those in the articles of incorporation and bylaws of the Surviving Corporation. Subject to the foregoing, nothing in this Section 8.4 shall prevent a merger of the Surviving Corporation with another entity. Surviving Corporation shall honor, in accordance with their respective terms, each of the covenants contained in this Section 8.4 and each of the indemnification agreements to which the Company or any of its present or former subsidiaries and any of its or their present or former affiliates, directors and employees are a party as of the date of this Agreement without limit as to time. (b) In Without limiting Section 8.4(a), for a period of six years from and after the event Effective Time, the Surviving Corporation shall, to the extent not prohibited by applicable law, indemnify and hold harmless any person who was or is a party (other than a party plaintiff suing on his behalf or in the right of the Company) or is threatened to be made a party to or a subject of any threatened, pending or completed action, suit or proceeding (collectively a “Proceeding”), including actions by or in the right of the Company, whether civil, criminal, administrative or investigative, by reason of the fact that such person (an “Indemnified Person”) is or was a director or officer of the Company, or is or was serving, while a director or officer of the Company, at the request of the Company as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, excise taxes, punitive damages and amounts paid in settlement (collectively, a “Liability”) actually and reasonably incurred by such Indemnified Person in connection with such Proceeding, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. If an Indemnified Person is entitled to indemnification in respect of a portion, but not all, of any Liability, the Company shall indemnify such person to the extent of such portion. (c) If the Surviving Corporation or Parent or any of their its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or merger, (ii) transfers all or substantially all of its properties and assets to any personPerson, or (iii) transfers any significant amount of its assets to an entity or other person that is an “affiliate” of Parent (as defined in Rule 13e-3 under the Exchange Act) for less than reasonably equivalent value, then and in each such case, proper provisions shall be made so that the successors and assigns or transferees of the Surviving Corporation or Parent (as applicable) shall assume the obligations of the Surviving Corporation or the Parent, as the case may be, set forth in this Section 6.98.4. (cd) For After the consummation of the Offer and before the Effective Time, the Company (at the Subsidiary’s expense) shall obtain prepaid policies of directors’ and officers’ liability insurance, which policies provide the persons currently covered by the Company’s directors’ and officers’ liability insurance policy with substantially similar coverage (in terms of scope of coverage and amount) as in effect on the date hereof for a period of six years after the Effective Time, Parent shall cause to be maintained in effect for each director and officer of Cereus and its Subsidiaries as of the Effective Time, liability insurance coverage with respect to matters arising at on or prior to the Effective Time, in such amounts and containing such terms and conditions that are not materially less advantageous to such parties than the coverage applicable to such individuals immediately prior to before the Effective Time. (de) Expenses actually and reasonably incurred by an Indemnified Person in defending a Proceeding shall be paid by the Surviving Corporation in advance of the final disposition of such Proceeding (regardless of the financial condition of such Indemnified Person) upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company. (f) The rights of each indemnified party Indemnified Party hereunder shall be in addition to, to and not in limitation of, any other rights such indemnified party Indemnified Party may have under the charter articles of incorporation or Bylaws bylaws of Cereusthe Company, any indemnification agreement, under the DGCL, PBCL or otherwise. The provisions of this Section 6.9 8.4 shall survive the consummation of the Merger as set forth herein and expressly are intended to benefit each of the indemnified partiesIndemnified Parties.

Directors’ and Officers’ Indemnification. (a) The indemnification provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for For a period of three not less than six (6) years from the Effective Time Closing Date, the Buyer will use its commercially reasonable efforts to cause the Company and each of the Subsidiaries to exculpate, indemnify, advance expenses to and hold harmless all of its past and present directors and officers for any acts or omissions occurring at or prior to the Closing, as provided in any manner that would adversely affect the rights thereunder Company’s Charter Documents, subject to the liabilities or obligations of individuals who at the Effective Time were directors, officers, employees or agents Shareholders pursuant to the terms of Cereusthis Agreement. Parent hereby guaranties unconditionally the satisfaction of all such rights to indemnification. (b) In the event that any claim for indemnification or advancement of expenses is asserted or made within such six (6) year period, all rights to indemnification and advancement of expenses will continue until such claim is disposed of or all Orders of any Governmental Authority in connection with such claim are fully satisfied. This Section 6.5 will survive the Surviving Corporation Closing, and is expressly intended to be for the benefit of, and enforceable by, each of the former or Parent present directors and officers of the Company and its Subsidiaries and their respective heirs and legal representatives. In the event that the Company, any of its Subsidiaries or any of its their respective successors or assigns (ia) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (iib) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then and then, in each such case, proper provisions shall provision will be made so that the successors and assigns of the Surviving Corporation Company or Parent shall such Subsidiary will expressly assume and succeed to the obligations of the Surviving Corporation or the Parent, as the case may be, set forth in this Section 6.96.5. (c) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect for each director and officer of Cereus and its Subsidiaries as of the Effective Time, liability insurance coverage with respect to matters arising at or prior to the Effective Time, in such amounts and containing such terms and conditions that are not materially less advantageous to such parties than the coverage applicable to such individuals immediately prior to the Effective Time. (d) The rights of each indemnified party hereunder shall be in addition to, and not in limitation of, any other rights such indemnified party may have under the charter or Bylaws of Cereus, any indemnification agreement, under the DGCL, or otherwise. The provisions of this Section 6.9 shall survive the consummation of the Merger and expressly are intended to benefit each of the indemnified parties.

Directors’ and Officers’ Indemnification. (a) The indemnification provisions of the Certificate Articles of Incorporation and Bylaws of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for a period of three years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of CereusTelemate. Parent hereby guaranties guarantees unconditionally the satisfaction of all such rights to indemnification. From and after the Effective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of Telemate pursuant to any indemnification agreements between Telemate and its directors and officers in effect immediately prior to the Effective Time and any indemnification provisions under the Telemate Articles of Incorporation and Bylaws as in effect on the date hereof. (b) In the event the Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then then, and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or Parent shall assume the obligations of the Surviving Corporation or the Parent, as the case may be, set forth in this Section 6.9. (c) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect for each director and officer of Cereus and its Subsidiaries Telemate as of the Effective Time, liability insurance coverage with respect to matters arising at or prior to the Effective Time, in such amounts and containing such terms and conditions that are not materially less advantageous to such parties than the coverage applicable to such individuals immediately prior to the Effective Time. (d) The rights of each indemnified party hereunder shall be in addition to, and not in limitation of, any other rights such indemnified party may have under the charter or Bylaws of CereusTelemate, any indemnification agreement, under the DGCLGBCC, or otherwise. The provisions of this Section 6.9 shall survive the consummation of the Merger and expressly are intended to benefit each of the indemnified parties.

Directors’ and Officers’ Indemnification. (a) The indemnification provisions of the Certificate of Incorporation and Bylaws of Parent shall cause the Surviving Corporation as to keep in effect at in its certificate of incorporation and by-laws and the Effective Time certificates of incorporation and by-laws (or other comparable documents) of each of its Subsidiaries, provisions providing for mandatory exculpation and indemnification of the officers and directors of the Company and the Company Subsidiaries to the fullest extent permitted under applicable law. This Section 4.13 shall not be amended, repealed or otherwise modified for a period binding upon all successors and assigns of three years from Parent and the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of Cereus. Parent hereby guaranties unconditionally the satisfaction of all such rights to indemnificationSurviving Corporation. (b) In The Company may, prior to the Effective Time, acquire "tail coverage" directors' and officers' liability insurance (or extend existing policies) with respect to claims against current and former directors and officers of the Company arising from facts, events, acts or omissions which occurred at or prior to the Effective Time (including the transactions contemplated by this Agreement) for a period (including renewals) of up to six years following the Effective Time on terms no less favorable to such directors and officers than under the Company's current policies; provided, that in no event shall the Surviving Corporation annual premium for such policy exceed two hundred percent (200%) of the annual premium expended by the Company for such coverage as of the date hereof (and Parent shall pay or Parent or cause to be paid any of their successors or assigns (i) consolidates with or merges into any other person and shall not be premiums that come due during such period after the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personEffective Time); provided, then and in each such casefurther, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or Company shall consult with Parent shall assume the obligations of the Surviving Corporation or the prior to purchasing any such insurance and, if requested by Parent, as shall allow Parent the case may be, set forth opportunity to acquire insurance meeting the same requirements of this clause (b) in this Section 6.9lieu of purchasing such insurance directly. (c) For a period of six years after Following the Effective Time, Parent shall cause to be maintained in effect for each director and officer of Cereus and its Subsidiaries as provide individuals who are former officers or directors of the Effective Time, liability insurance coverage Company who become officers or directors of Parent with respect to matters arising at or prior to the Effective Time, in such amounts and containing such terms and conditions that are not materially less advantageous to such parties than the coverage applicable to such individuals immediately prior to the Effective Time. (d) The rights of each indemnified party hereunder shall be in addition to, and not in limitation of, any other rights such indemnified party may have under the charter or Bylaws of Cereus, any indemnification agreement, under the DGCL, or otherwise. The provisions of this Section 6.9 shall survive the consummation benefit of the Merger same insurance policies and expressly indemnities as are intended made available to benefit each other directors and officers of the indemnified partiesParent or its Subsidiaries.