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of Incorporation and Bylaws of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for a period of three years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at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 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of Incorporation and Bylaws of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for For a period of three not less than six (6) years from the Effective Time Closing Date, the Buyer will use its commercially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 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 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.