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

Directors’ and Officers’ Insurance and Indemnification. (a) For three years after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company Charter or the Company By-Laws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three years after the Effective Date; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the former directors or officers of the Company to which such insurance applies; provided, further, that in no event shall the Company be required to pay aggregate premiums for insurance under this Section 5.9(b) in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose.

Directors’ and Officers’ Insurance and Indemnification. (a) For three years after the Effective TimeThe Surviving Corporation shall, and Parent and shall cause the Surviving Corporation 42 47 shall jointly and severally indemnifyto, defend (i) indemnify and hold harmless each Indemnified Party against harmless, and provide advancement of expenses to, all losses, claims, damages, liabilities, costs, fees past and expenses, including reasonable fees present directors and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent officers of the Parent Company and its subsidiaries to the same extent such persons are indemnified or have the Surviving Corporation, which consent shall not be unreasonably withheld) arising out right to advancement of actions expenses as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation and by-laws as in existence on the date hereof for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby) and (ii) ensure that the certificate of incorporation and by-laws of the Surviving Corporation following the Merger shall contain provisions identical with respect to elimination of personal liability and indemnification to those set forth in the certificate of incorporation and by-laws of the Company, which provisions shall continue in full force and effect and shall not (except as otherwise required by applicable law) be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or immediately prior to the full extent required under applicable Delaware lawEffective Time were directors, the terms officers, agents or employees of the Company Charter or the Company By-Laws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimsCompany. (b) Parent or shall cause the Surviving Corporation shall to maintain in effect for four years from the Company's existing officersEffective Time policies of directors' and directorsofficers' liability insurance for a period of containing terms and conditions which are not less advantageous in any material respect (including with respect to the payment of reasonable attorneys' fees, to the extent so provided) than three years after those policies maintained by the Company at the date hereof, with respect to matters occurring prior to the Effective Date; providedTime, that Parent may substitute therefor to the extent available, and having the maximum available coverage under the current policies of substantially equivalent coverage directors' and amounts containing terms no less favorable to officers' liability insurance; provided that (i) Parent following the former directors or officers of the Company to which such insurance applies; provided, further, that in no event Effective Time shall the Company not be required to pay aggregate premiums for insurance under this Section 5.9(b) spend an amount in any year in excess of 200150% of the annual aggregate premiums currently paid by the Company in 1999 on an annualized basis for such purposeinsurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or shall be obligated to cause the Surviving Corporation is unable to obtain a policy with the amount best coverage available, in the reasonable judgment of insurance required the Board of Directors of Parent following the Merger, for a cost not exceeding such amount, and (ii) in the sole discretion of Parent (x) such policies may be one or more "tail" policies for all or any portion of the full four-year period or (y) Parent may cause comparable coverage in accordance with the foregoing clauses to be provided under any policy maintained for the benefit of the directors and officers of Parent or any of its subsidiaries. (c) In the event that any action, suit, proceeding or investigation relating hereto or to the transactions contemplated by this Section 5.9(b) for such aggregate premiumAgreement is commenced, Parent whether before or after the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of Effective Time, the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposeparties hereto agree to cooperate and use their respective reasonable best efforts to vigorously defend against it and respond thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) For three six years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided provided, that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company's certificate of incorporation, bylaws or indemnity agreements in the form filed as exhibits to Company Charter or the Company By-LawsSEC Documents, each as in effect at the date hereof, and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification); provided, that, in the event that if any claim or claims are asserted or made within such threesix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three six years after the Effective Date; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers as currently in effect for directors and officers of the Company to which such insurance appliesParent; provided, further, that in no event shall Parent or the Company Surviving Corporation be required to pay aggregate annual premiums for insurance under this Section 5.9(b6.11(b) in excess of 200125% of the aggregate premiums annual premium paid by Parent for coverage of its directors and officers in the Company in 1999 on an annualized basis for such purposetwelve months prior to the date of this Agreement; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b6.11(b) for such aggregate premiumpremiums, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium aggregate premiums not in excess of 200125% of the aggregate premiums paid by Parent for coverage of its directors and officers in the twelve months prior to the date of this Agreement. (c) The provisions of this Section 6.11 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. (d) The Surviving Corporation shall pay all expenses, including reasonable attorney's fees and costs, that may be incurred by any Indemnified Person in 1999 on an annualized basis for such purposeenforcing the indemnity contained in this Section 6.11.

Directors’ and Officers’ Insurance and Indemnification. (a) For three five (5) years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries, and persons who become any of the foregoing prior to the Effective Time (each an "Indemnified Party Party") against all losses, claims, damages, liabilities, costs, fees and expenses, expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not unreasonably be unreasonably withheld)) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required permissible under applicable Delaware lawthe KGCC, the terms of the Company Charter Company's Articles of Incorporation or the Company By-Laws, as in effect at the date hereof; provided, that, that in the event any claim or claims are asserted or made within such three-five (5) year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three five (5) years after the Effective DateTime; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, if the existing D&O Insurance expires, is terminated or canceled during such period, Parent or the Surviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall the Company Parent be required to pay aggregate premiums for insurance under this Section 5.9(b6.7(b) in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose$250,000; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b6.7(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose$250,000.

Directors’ and Officers’ Insurance and Indemnification. (a) For three six years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries, and persons who become any of the foregoing prior to the Effective Time (each an "Indemnified Party Party") against all losses, claims, damages, liabilities, costs, fees and expenses, expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, Corporation which consent shall not unreasonably be unreasonably withheld)) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware Tennessee law, the terms of the Company Company's Charter or the Company By-Lawslaws, as in effect at the date hereof, and the terms of any indemnification agreement entered into with the Company prior to the date hereof; provided, provided that, in the event any claim or claims are asserted or made within such threesix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after the Effective DateTime; provided, that the Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, if the existing D&O Insurance expires, is terminated or cancelled during such period, Parent or the Surviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall Parent, the Surviving Corporation or the Company be required to pay aggregate premiums for insurance under this Section 5.9(b) in excess of 200150% of the aggregate premiums paid by the Company in 1999 1996 on an annualized basis for such purposepurpose (the "1996 Premium"); and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose1996 Premium.

Directors’ and Officers’ Insurance and Indemnification. (a) For three six years after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally indemnify, defend and hold harmless each present and former officer and director of the Company and each Person who becomes an officer or director of the Company prior to the Effective Time (“Indemnified Party Party”) against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld, conditioned or delayed) arising out of actions or omissions occurring at or prior to the Effective Time in connection with such person’s service with the Company to the full extent required under applicable Delaware law, the terms of the Company Charter Company’s Amended and Restated Certificate of Incorporation, Amended and Restated By-laws or any indemnification agreement between the Company By-Lawsand such Indemnified Party, as in effect at the date hereofhereof but subject to any restriction imposed under applicable law; provided, that, in the event any claim or claims are asserted or made within such threesix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain either the Company's ’s existing officers' ’ and directors' ’ liability insurance for a period of not less than three two years after the Effective DateDate or such other officers’ and directors’ liability insurance with such terms (including duration, retention and coverage) as are identified by the Company’s board of directors prior to the expiration of the Offer; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable in the aggregate to the former directors or officers of the Company to which such insurance applies; provided, further, that in no event shall the Company be required to pay aggregate premiums for any insurance under this Section 5.9(b) in excess of 200two times 105% of the aggregate premiums paid or payable by the Company in 1999 on an annualized basis as of the date hereof for such purposeinsurance during the 12-month period ending June 30, 2004; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b) for such aggregate premiumpremiums, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium such aggregate premiums with respect to all insurance purchased under this Section 5.9(b) not in excess of 200two times 105% of the aggregate premiums paid or payable by the Company in 1999 on an annualized basis as of the date hereof for such purposeinsurance during the 12-month period ending June 30, 2004. (c) In the event that Parent or the Surviving Corporation or any of their respective 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 or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors or assigns of Parent or the Surviving Corporation shall succeed to the obligations set forth in Section this Section 5.9.

Directors’ and Officers’ Insurance and Indemnification. (a) For three years after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly Merger Sub agree that all rights to exculpation, advancement of expenses and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions indemnification for acts or omissions occurring at or prior to the Effective Time to now existing in favor of the full extent required under applicable Delaware law, the terms current and former officers and directors of the Company Charter as provided in the articles of incorporation or bylaws of the Company By-Lawsor in the agreements listed in Section 5.8(a) of the Company Disclosure Letter, as in each case in effect at as of the date hereof; provided, that, in shall survive the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims Merger and shall continue until disposition of any in full force and all such claimseffect in accordance with their terms and without amendment thereof. (b) Parent or the Surviving Corporation shall maintain the directors’ and officers’ (“D&O”) insurance that serves to reimburse persons currently covered by the Company's existing officers' ’s D&O insurance in full force and directors' liability insurance effect for the continued benefit of such persons for a continuous period of not less than three years after from the Effective Date; provided, Time on terms that Parent are not materially different from the Company’s D&O insurance currently in effect (provided that the Surviving Entity may substitute therefor policies of substantially equivalent at least the same coverage and amounts containing terms no and conditions that are not less favorable favorable) with respect to matters occurring prior to the former directors or officers of the Company to which such insurance appliesEffective Time; provided, furtherhowever, that in no event the annual premium for such insurance shall the Company be required to pay aggregate premiums for insurance under this Section 5.9(b) in excess of 200not exceed 150% of the aggregate premiums per annum rate of premium currently paid by the Company in 1999 on an annualized basis for such purpose; and providedinsurance on the date of this Agreement. In the event that the annual premium for such insurance exceeds such maximum amount, furtherParent shall purchase as much coverage per policy year as reasonably obtainable for such maximum amount. (c) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. (d) In the event that if the Parent or the Surviving Corporation is unable Entity or Parent, or any of their respective 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 or conveys all or substantially all of its properties and assets to obtain any Person, then, and in each such case, proper provision shall be made so that the amount successors and assigns of insurance required by the Surviving Entity or Parent, as the case may be, shall succeed to the obligations set forth in this Section 5.9(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose5.8.

Directors’ and Officers’ Insurance and Indemnification. (a) For three years From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, fulfill and honor in all respects all rights to indemnification, advancement of litigation expenses and limitation of personal liability existing in favor of the directors, officers and employees of the Company and its Subsidiaries under the provisions existing on the date of this Agreement in the Company’s Certificate of Incorporation or By-laws or in any other indemnification agreements between the Company and such individuals that are in effect prior to the date hereof and all such provisions shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement), survive the Effective Time, and, as of the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against assume all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms obligations of the Company Charter or the Company By-Laws, in respect thereof as in effect at the date hereof; provided, that, in the event to any claim or claims are asserted prior to or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimsafter the Effective Time. (b) Parent or For a period of six (6) years after the Effective Time, the Surviving Corporation shall maintain cause to be maintained in effect the Company's existing current policies of directors’ and officers' ’ and directors' fiduciary liability insurance for a period of not less than three years after maintained by the Effective Date; provided, Company (provided that Parent the Surviving Corporation may substitute therefor policies of substantially equivalent at least the same coverage and amounts containing terms and conditions which are no less favorable advantageous to the former officers and directors or officers of the Company Company) only with respect to claims arising from facts existing or events which such insurance appliesoccurred at or before the Effective Time; provided, furtherhowever, that in no event shall the Company Surviving Corporation be required to pay aggregate premiums for insurance under expend pursuant to this Section 5.9(b5.7(b) in excess of 200more than an aggregate amount as set forth on Schedule 5.7(b), which amount equals 250% of the current aggregate annual premiums paid by the Company in 1999 on an annualized basis for such purpose; insurance, and provided, further, that if the Parent amount of the aggregate annual premiums necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Surviving Corporation is unable during such six (6)-year period shall maintain or procure as much coverage as possible for aggregate annual premiums not to obtain the amount exceed such maximum amount. (c) The provisions of insurance required by this Section 5.9(b) 5.7 are intended to be for such aggregate premiumthe benefit of, Parent and will be enforceable by, each indemnified party, his or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium her heirs and his or her representatives, and are in addition to, and not in excess of 200% substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise; provided, however, that no director or officer shall be entitled to any of the aggregate premiums paid by benefits provided under this Section 5.7 in the Company event that, in 1999 on an annualized basis for a final, non appealable judgment, a court of competent jurisdiction determines that such purposedirector or officer engaged in fraud or other willful misconduct in negotiating, executing or delivering this Agreement.

Directors’ and Officers’ Insurance and Indemnification. (a) For three years From and after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to or assign of the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries, and persons who become any of the foregoing prior to the Effective Time (each an "Indemnified Party Party") against all losses, claims, damages, liabilities, costs, fees and expenses, expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, Corporation which consent shall not unreasonably be unreasonably withheld)) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required permissible under applicable Delaware lawprovisions of the VSCA, the terms of the Company Charter Company's Articles of Incorporation or the Company By-Lawslaws, and under any agreements as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all hereof (true and correct copies of which have been previously provided to Parent) (including rights to indemnification in respect reimbursement or advancement of any such claim or claims shall continue until disposition of any expenses and all such claimsexculpation from liability). (b) Parent or the Surviving Corporation (or any successor to or assign of the Surviving Corporation) shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after the Effective DateTime; provided, that that, Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, if the existing D&O Insurance expires, is terminated or cancelled during such period, Parent or the Surviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance of at least the same coverage containing terms and conditions that are not materially less advantageous; provided, further, however, that in no event shall the Company Parent be required to pay aggregate premiums for insurance under this Section 5.9(b6.6(b) in excess of 200150% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposepurpose (the "Average Premium"), which true and correct amounts are set forth in Section 6.6(b) of the Company Disclosure Schedule; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance 49 57 required by this Section 5.9(b6.6(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposeAverage Premium.

Directors’ and Officers’ Insurance and Indemnification. (a) For three years The Surviving Corporation will and Parent shall cause the Surviving Corporation to, at all times after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally indemnify, defend Time indemnify and hold harmless each Indemnified Party against all lossesperson who is at the date of this Agreement, claimsor has been at any time prior to the date of this Agreement, damagesa director, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent officer or employee of the Parent Company or any of its subsidiaries ("Indemnified Parties"), in each case to the Surviving Corporationfullest extent permitted by applicable law with respect to any claim, which consent shall not be unreasonably withheldliability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part, or arising in whole or in part out of actions of, any act or omissions occurring omission by that person at or prior to the Effective Time to the full extent required under applicable Delaware lawin connection with that person's duties as a director, the terms officer or employee of the Company Charter or any of its subsidiaries to the Company same extent and on the same terms (including with respect to advancement of expenses) provided in the Company's Articles of Incorporation or By-Laws, as or in any indemnification agreements, in effect at on the date hereof; provided, that, in of this Agreement provided the event any claim or claims person to whom expenses are asserted or made within advanced provides a customary undertaking complying with applicable law to replay such three-year period, all rights advances if it is ultimately determined that such person is not entitled to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimsindemnification. (b) Parent or will cause the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance to keep in effect for a period of not less than three at least six years after the Effective Date; provided, that Parent may substitute therefor Time the policies of substantially equivalent coverage directors' and amounts containing terms no less favorable officers' liability insurance maintained by the Company and its subsidiaries at the date of this Agreement to the former extent that such policy provides coverage for events occurring prior to the Effective Time for all persons [who are or were directors or and officers of the Company or its subsidiaries on the date of this Agreement]; provided that (i) Parent may substitute policies having the same coverage and amounts and containing terms and conditions which are no less advantageous to the persons who are currently covered by the Company's policies and with carriers comparable in terms of credit worthiness to those which such insurance applies; provided, further, that in no event shall have written the policies maintained by the Company at the date of this Agreement and (ii) neither Parent nor the Surviving Corporation will be required to pay aggregate premiums an annual premium for that insurance under this Section 5.9(b) in excess of 200% of two times the aggregate premiums paid by annual premium relating to the Company in 1999 on an annualized basis for such purpose; and providedyear during which this Agreement is executed, further, that but if they are not able to maintain the Parent or the Surviving Corporation is unable to obtain the amount of required insurance required by this Section 5.9(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposethat amount, they will purchase as much coverage as it can obtain for that amount.

Directors’ and Officers’ Insurance and Indemnification. (a) For three six years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries, and persons who become any of the foregoing prior to the Effective Time (each an "Indemnified Party Party") against all losses, claims, damages, liabilities, costs, fees and expenses, expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, Corporation which consent shall not unreasonably be unreasonably withheld)) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required permissible under applicable Delaware Georgia law, the terms of the Company Charter Company's Articles of Incorporation or the Company By-Lawslaws, as in effect at the date hereof; provided, provided that, in the event any claim or claims are asserted or made within such threesix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after the Effective DateTime; provided, that the Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, if the existing D&O Insurance expires, is terminated or cancelled during such period, Parent or the Surviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall the Company Parent be required to pay aggregate premiums for insurance insur- ance under this Section 5.9(b5.8(b) in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose$103,250; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b5.8(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose$103,250.

Directors’ and Officers’ Insurance and Indemnification. (a) For three six years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware California law, the terms of the Company Charter Company's certificate of incorporation or the Company Byby-Lawslaws, as in effect at the date hereof; provided, provided that, in the event any claim or claims are asserted or made within such threesix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three years after the Effective DateTime; provided, however, that the Parent -------- ------- may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, that in no event shall the Company be required to pay aggregate premiums for insurance under this Section 5.9(b) in excess of 200150% of the aggregate premiums paid by the Company in 1999 1998 on an annualized basis for such purpose; and provided, further, that if the Parent or the Surviving -------- ------- Corporation is unable to obtain the amount of insurance required by this Section 5.9(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the aggregate premiums paid by the Company in 1999 1998 on an annualized basis for such purpose.

Directors’ and Officers’ Insurance and Indemnification. (a) For three years It is understood and agreed that, subject to the limitations on indemnification contained in the DGCL, the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally following the Effective Time, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided PROVIDED, that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which such consent shall not to be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required permitted under applicable Delaware law, the terms of the Company Charter Company's certificate of incorporation or the Company Byby-Lawslaws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three six (6) years after the Effective Date; provided, PROVIDED, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; providedPROVIDED, furtherFURTHER, that in no event shall Parent or the Company Surviving Corporation be required to pay aggregate premiums for insurance under this Section 5.9(bSECTION 6.7(b) in excess of two hundred percent (200% %) of the aggregate premiums paid by the Company in 1999 the twelve months prior to the date of this Agreement, on an annualized basis for such purpose; and providedPROVIDED, furtherFURTHER, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(bSECTION 6.7(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of two hundred percent (200% %) of the aggregate premiums paid by the Company in 1999 the twelve months prior to the date of this Agreement, on an annualized basis for such purpose. (c) The provisions of this SECTION 6.7 shall survive any termination of this Agreement pursuant to Article 8. Notwithstanding SECTION 9.6, this SECTION 6.7 is intended to be for the benefit of and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein. (d) If the Surviving Corporation or any of its 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 provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this SECTION 6.7.

Directors’ and Officers’ Insurance and Indemnification. (a) For three The provisions with respect to indemnification and exculpation from liability set forth in the respective organizational documents of the Subsidiaries of the Company as in effect on the date of this Agreement shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective TimeClosing in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the Subsidiaries of the Company, Parent unless such modification is required by Law. (b) For a period of six (6) years following the Closing, Purchaser shall cause the Operating Subsidiaries to either (i) maintain in effect the current directors' and officers' liability insurance of the Company covering (x) those Persons who are currently covered as directors or officers of any Subsidiary of the Company on the date of this Agreement by the directors' and officers' liability insurance policy of the Company (a copy of which has been heretofore delivered to Purchaser) (the "Subsidiary Indemnified Parties") and (y) those Persons who are currently covered as directors or officers of the Company on the date of this Agreement by the directors' and officers' liability insurance policy of the Company (the "Company Indemnified Parties"); provided, however, that in no event shall Purchaser be required to expend, on an annualized basis, an amount in excess of two hundred percent (200%) of the annualized premiums currently paid by the Company for such insurance, which the Company represents to be two hundred and five thousand ($205,000) for the twelve (12) month period ending on March 31, 2002; provided, further, that if the annual premiums of such insurance coverage exceed such amount, Purchaser shall cause the Operating Subsidiaries to obtain a policy or, as the case may be, policies, with the greatest coverage available for a cost not exceeding such amount; and provided, further, that Purchaser may substitute or, as the case may be, cause to be substituted -29- for such policies other policies with at least the same coverage containing terms and conditions that are no less advantageous, and provided that said substitution does not result in any gaps or lapses in coverage with respect to matters occurring prior to the Closing, or (ii) cause directors' and officers' liability insurance of Purchaser then in effect to cover the Company Indemnified Parties and the Surviving Corporation 42 47 Subsidiary Indemnified Parties with respect to those matters covered by the directors' and officers' liability insurance policy of the Company so long as the terms thereof are no less advantageous to the Company Indemnified Parties and the Subsidiary Indemnified Parties than the current directors' and officers' liability insurance of the Company covering the Company Indemnified Parties and the Subsidiary Indemnified Parties. (c) The Operating Subsidiaries shall jointly and, if, at any time after the Closing, any Operating Subsidiary or any of their respective Subsidiaries shall be liquidated, dissolved or wound up, Purchaser, or a Person designated by Purchaser that has a net worth at least equal to that of the liquidated, dissolved or, as the case may be, wound up, Operating Subsidiary at the time of such liquidation, dissolution or, as the case may be, winding up (the "Substitute Party"), shall indemnify all Subsidiary Indemnified Parties to the fullest extent permitted by applicable Law with respect to all acts and severally indemnifyomissions prior to the Closing arising out of such individuals' services as officers, defend directors, employees or agents of any Subsidiary of the Company or as trustees or fiduciaries of any plan for the benefit of employees of any Subsidiary of the Company including, without limitation, the execution of, and hold harmless each the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event any such Subsidiary Indemnified Party against is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter occurring prior to and including the time of the Closing, including, without limitation, the transactions contemplated by this Agreement, the Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party, shall pay, as incurred, the reasonable legal and other expenses of such Subsidiary Indemnified Party (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 5.9(d) below, the Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party, shall pay all losses, claims, damages, liabilities, costs, fees and reasonable expenses, including reasonable fees and disbursements attorneys' fees, that may be incurred by any Subsidiary Indemnified Party in enforcing this Section 5.9 or any action involving a Subsidiary Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Subsidiary Indemnified Party wishing to claim indemnification under Section 5.9(a), upon learning of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected claim, action, suit, proceeding or investigation, shall promptly notify the Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party, thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party, shall have the right, from and after the Closing, to assume the defense thereof (with counsel engaged by the Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party, to be reasonably acceptable to the relevant Subsidiary Indemnified Party), and none of the Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party, shall be liable to such Subsidiary Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Subsidiary Indemnified Party in connection with the written consent defense thereof, (ii) such Subsidiary Indemnified Party shall cooperate in the defense of any such matter, and (iii) none of the Parent or Operating Subsidiaries, Purchaser or, as the Surviving Corporationcase may be, the Substitute Party, shall be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld) arising out of actions , conditioned or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company Charter or the Company By-Laws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three years after the Effective Datedelayed; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the former directors or officers none of the Company Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party shall have any obligation hereunder to which any Subsidiary Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such insurance applies; provided, furtherdetermination shall have become final, that the indemnification of such Subsidiary Indemnified Party in no the manner contemplated hereby is prohibited by applicable Law. None of the Operating Subsidiaries, Purchaser or, as the case may be, the Substitute Party shall enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Subsidiary Indemnified Party a release from all liability in respect of such matter. (e) Notwithstanding any other provisions hereof, the obligations of Purchaser, the Operating Subsidiaries and the Substitute Party contained in this Section 5.9 shall be binding upon their respective successors and assigns. In the event Purchaser, any Operating Subsidiary, the Substitute Party or any of their respective successors or assigns (i) consolidates or amalgamates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each such case, proper provision shall be made so that the Company be required to pay aggregate premiums for insurance successors and assigns of Purchaser honor the indemnification obligations set forth in this Section 5.9. (f) The obligations of Purchaser, the Operating Subsidiaries and the Substitute Party and their respective Subsidiaries under this Section 5.9(b) 5.9 shall survive the Closing and shall not be terminated or modified in excess such a manner as to affect adversely any Company Indemnified Party or any Subsidiary Indemnified Party to whom this Section 5.9 applies without the consent of 200% of the aggregate premiums paid by such affected Indemnified Party (it being expressly agreed that the Company in 1999 on an annualized basis for such purpose; Indemnified Parties and provided, further, that if the Parent or the Surviving Corporation is unable Subsidiary Indemnified Parties to obtain the amount of insurance required by whom this Section 5.9(b) for such aggregate premium5.9 applies shall be third-party beneficiaries of this Section 5.9, Parent or each of whom may enforce the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess provisions of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposethis Section).

Directors’ and Officers’ Insurance and Indemnification. (a) For three years after the Effective Time, Parent and the Surviving Corporation 42 47 The Acquiror shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company Charter or the Company By-Laws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, honour all rights to indemnification existing on the date hereof in respect favour of the current and former directors and officers of the Corporation and its subsidiaries pursuant to the Corporation’s Constating Documents, the Act or any indemnity agreements with such persons to the extent that any such claim or claims indemnity agreements have been disclosed in Section 8.7(a) of the Disclosure Letter, and acknowledges that such rights, to the extent that they have been so disclosed, shall survive the completion of the Plan of Arrangement and shall continue until disposition of any in full force and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance effect in accordance with their terms for a period of not less than three six years after following the Effective Date; provided. (b) The Acquiror acknowledges and agrees that, that Parent may substitute therefor policies notwithstanding any other provision of substantially equivalent coverage and amounts containing terms no less favorable this Agreement, the Corporation shall, prior to the Effective Date, purchase, as an extension to the Corporation’s current insurance policies, pre-paid non-cancellable run-off directors’ and officers’ liability insurance providing such coverage for all present and former directors and officers of the Corporation and the subsidiary covering Claims in respect of acts or omissions in their capacity as directors or officers of the Company Corporation or the subsidiary occurring prior to which such the Effective Time made prior to or within a period of six (6) years after the Effective Time, on terms comparable to those contained in the Corporation’s current insurance applies; providedpolicies, further, provided that in no event shall the Company Acquiror will not be required to pay aggregate premiums for insurance under this Section 5.9(b) any amounts in excess respect of 200such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of the Corporation’s current annual aggregate premiums paid premium for policies currently maintained by the Company in 1999 on an annualized basis for such purposeCorporation; and provided, further, it being understood that if the Parent or annual premiums payable for such insurance coverage exceed such amount, the Surviving Corporation is unable Acquiror shall be obligated to obtain a policy with the amount greatest coverage available for a cost equal to such amount. (c) The provisions of insurance required by this Section 5.9(b8.7 are: (i) intended for the benefit of all present and former directors and officers of the Corporation and any of its subsidiaries, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such aggregate premiumpersons and his or her heirs, Parent or executors administrators and other legal representatives (collectively, the Surviving “Third Party Beneficiaries”) and the Corporation shall obtain as much insurance as can be obtained hold the rights and benefits of this Section 8.7 in trust for an annual premium and on behalf of the Third Party Beneficiaries and the Corporation hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third Party Beneficiaries; and (ii) are in addition to, and not in excess substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise. Furthermore, this Section 8.7 shall survive the termination of 200% this Agreement as a result of the aggregate premiums paid by occurrence of the Company in 1999 on an annualized basis Effective Date for such purposea period of six (6) years.

Directors’ and Officers’ Insurance and Indemnification. (a) For three six years after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally indemnify, defend and hold harmless each Indemnified Party present and former officer and director of the Company and each person who becomes an officer or director of the Company prior to the Effective Time (each, a "Former Officer or Director") against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware lawCGCL, the terms of the Company Charter Restated Certificate of Incorporation or the Company Amended By-Laws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three six years after the Effective Date; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the former directors Former Officers or officers of the Company Directors to which such insurance applies; provided, further, that in no event shall the Parent or the Surviving Company be required to pay aggregate premiums for insurance under this Section 5.9(b4.12(b) in excess of 200150% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b4.12(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purpose.

Directors’ and Officers’ Insurance and Indemnification. (a) For three a period of six (6) years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless each Indemnified Party the officers and directors of the Company and its Subsidiaries, and persons who become any of the foregoing prior to the Effective Time, against all losses, claims, damages, liabilities, costs, fees and expenses, expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided provided, that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not unreasonably be unreasonably withheld)) arising out of actions or omissions solely in their capacities as such occurring at or prior to the Effective Time to the full fullest extent required permissible under applicable Delaware lawprovisions of the OBCA, the terms of the Company Charter Company's articles of incorporation or the Company By-Lawsbylaws, or under any agreements as in effect at the date hereofhereof (true and correct copies of which have been previously delivered to Parent); provided, thathowever, that in the event any claim or claims are asserted or made within such three-six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three (3) years after the Effective DateTime; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms (taken as a whole) no less favorable to the former such directors or officers of the Company to which such insurance appliesofficers; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall the Company Parent be required to pay aggregate premiums for insurance under this Section 5.9(b7.8(b) in excess of two hundred percent (200% %) of the aggregate premiums premium which was paid by the Company in 1999 on an annualized basis 2001 or prior to the date hereof in 2002, whichever is greater, for such purposepurpose (the "Premium"), which true and correct amounts are set forth on Schedule 7.8(b); and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b7.8(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of two hundred percent (200% %) of the aggregate premiums paid Premium. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision will be made so that the successors and assigns of the Surviving Corporation will assume the obligations thereof set forth in this Section 7.8. (d) The provisions of this Section 7.8, (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by the Company in 1999 on an annualized basis for such purposecontract or otherwise.

Directors’ and Officers’ Insurance and Indemnification. (a) For three years after the Effective Time, The Parent and the Surviving Corporation 42 47 shall jointly Acquisition Co. agree that all rights to indemnification and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, exculpation from liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions for acts or omissions occurring at or prior to the Effective Time to now existing in favor of the full extent required under applicable Delaware law, the terms current or former directors or officers of the Company Charter and its subsidiaries as provided in their respective Certificates of Incorporation or the Company By-Lawslaws (or comparable organizational documents) and in indemnification agreements entered into between each officer and director and the Company, shall be and are hereby assumed, as in effect at of the date hereof; providedEffective Time, that, in by the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims Surviving Corporation without further action and shall survive the Merger and shall continue until disposition of any in full force and all such claimseffect in accordance with their terms. (b) The Parent or shall, without any lapse in coverage, for six years after the Surviving Corporation shall maintain the Company's existing Effective Time, provide officers' and directors' liability insurance for a period in respect of not less than three years after acts or omissions occurring at or prior to the Effective Date; provided, that Parent may substitute therefor policies of substantially equivalent Time covering each such person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and amounts containing terms amount no less favorable to in any material respect than those of such policy in effect on the former directors or officers of the Company to which such insurance applies; provideddate hereof, further, provided that in no event shall will the Company Parent be required to pay aggregate premiums for insurance under this Section 5.9(b) in excess of more than 200% per annum of the aggregate premiums last premium (annualized) paid by the Company in 1999 on an annualized basis for such purposepolicy prior to the date hereof. (c) The provisions of this Section 5.7 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise; and provided, furtherprovided however, that if no director or officer shall be entitled to any of the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by benefits provided under this Section 5.9(b) for 5.7 in the event that, in a final, non appealable judgment, a court of competent jurisdiction determines that such aggregate premiumdirector or officer engaged in fraud or other willful misconduct in negotiating, Parent executing or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposedelivering this Agreement.

Directors’ and Officers’ Insurance and Indemnification. (a) For Purchaser shall use its reasonable best efforts to maintain in effect for three years after from the Effective Time, Parent if available, the current directors' and officers' liability insurance policy maintained by the Surviving Corporation 42 47 shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement Company (provided that any such settlement is effected Purchaser may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions respect to matters occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company Charter or the Company By-Laws, as in effect at the date hereofTime; provided, however, that, unless otherwise agreed to by Purchaser, in no event shall Purchaser be required to expend pursuant to this Section 6.07(a) more than the event any claim amount equal to 150% of the current annual amount expended by the Company to maintain or claims are asserted procure insurance pursuant hereto. In connection with the foregoing, the Company and the Bank each agrees to provide such insurer or made within substitute insurer with such three-year period, all rights representations as such insurer may request with respect to indemnification in respect the reporting of any such claim or claims shall continue until disposition of any and all such prior claims. (b) Parent For a period of six years from the Effective Time, the Purchaser shall indemnify the directors and officers of the Company and the Bank to the same extent that such persons are entitled to indemnification by the Company or the Surviving Corporation Bank, as appropriate, as of the date of this Agreement. The indemnification by Purchaser provided for hereunder shall maintain the Company's existing officers' and directors' liability insurance not be amended, repealed or otherwise modified for a period of not less than three six years after from the Effective Date; provided, Time in any manner that Parent may substitute therefor policies would affect adversely the rights thereunder of substantially equivalent coverage and amounts containing terms no less favorable to the former individuals who were directors or officers of the Company to which or the Bank as of the date of this Agreement, unless such insurance applies; provided, further, that in no event modification shall the Company be required by law. In the event that any claim is asserted or made by such director or officer within such six year period, the right to pay aggregate premiums for insurance under indemnification in respect of such claim shall continue until the disposition of such claim. The provisions of this Section 5.9(b6.07(b) in excess are specifically for the benefit of 200% of the aggregate premiums paid those directors and officers entitled to indemnification by the Company in 1999 on an annualized basis for such purpose; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain Bank as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposedate of this Agreement.

Directors’ and Officers’ Insurance and Indemnification. (a) For three a period of six (6) years after following the Effective Time, Parent and shall maintain, or shall cause the Surviving Corporation 42 47 for itself to maintain, in effect a directors’ and officers’ liability insurance policy covering those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (copies of which have been heretofore delivered by the Company to Parent and its agents and representatives) with coverage in amount and scope at least as favorable as the Company’s existing coverage; provided, however, that in no event shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not Corporation be unreasonably withheldrequired to expend in the aggregate in excess of two hundred fifty percent (250%) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company Charter or annual premium currently paid by the Company By-Lawsfor such coverage, as in effect and if such premium would at the date hereof; providedany time exceed two hundred fifty percent (250%) of such amount, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) then Parent or the Surviving Corporation shall maintain insurance policies which provide the Company's existing officers' maximum and directors' liability insurance for a period best coverage available at an annual premium equal to two hundred fifty percent (250%) of not less than three years after the Effective Date; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the former directors or officers of the Company to which such insurance applies; provided, further, that in no event shall the Company be required to pay aggregate premiums for insurance under this Section 5.9(b) in excess of 200% of the aggregate premiums paid by the Company in 1999 on an annualized basis for such purposeamount; and provided, further, that this Section 7.6(a) shall be deemed to have been satisfied if a prepaid policy or policies (i.e., “tail coverage”) have been obtained by the Parent Company which policy or policies provide such directors and officers with the Surviving Corporation is unable coverage described in this Section 7.6(a) for an aggregate period of not less than six (6) years with respect to obtain claims arising from facts or events that occurred on or before the amount of insurance required Closing Date, including with respect to the transactions contemplated by this Agreement. (b) The terms and provisions of this Section 5.9(b7.6 are intended to be in addition to the rights otherwise available to each present and former director or officer of the Company (collectively, the “Company Indemnified Parties”) by applicable Law, charter, bylaw or agreement, and shall operate for such aggregate premiumthe benefit of, and shall be enforceable by, the Company Indemnified Parties and their respective heirs and representatives, each of whom is an intended third party beneficiary of this Section 7.6. For a period of six (6) years following the Effective Time, neither Parent or nor the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% amend or restate the Surviving Corporation’s certificate or incorporation or bylaws if such amendment or restatement would diminish the Surviving Corporation’s obligation to indemnify each director or officer (whether current or former) of the aggregate premiums paid Surviving Corporation for actions taken by such director or officer prior to the Company in 1999 on an annualized basis for such purposeEffective Time.

Directors’ and Officers’ Insurance and Indemnification. (a) For three six years after the Effective Time, Parent shall, and shall cause the Surviving Corporation 42 47 shall jointly and severally (or any successor to the Surviving Corporation) to indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided provided, that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheldwithheld or delayed) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company's certificate of incorporation, indemnification agreements in the form filed as exhibits to the Company Charter SEC Documents or the Company Byby-Lawslaws, as in effect at the date hereof; , provided, that, in the event any claim or claims are asserted or made within such threesix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three six years after the Effective Date; , provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, that in no event shall Parent or the Company Surviving Corporation be required to pay aggregate annual premiums for insurance under this Section 5.9(b6.7(b) in excess of 200% 150 percent of the aggregate premiums paid by the Company in 1999 the twelve months prior to the date of this Agreement, on an annualized basis for such purpose; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b6.7(b) for such aggregate annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the aggregate premiums paid by the Company in 1999 the twelve months prior to the date of this Agreement, on an annualized basis for such purpose.

Directors’ and Officers’ Insurance and Indemnification. (a) For three five years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries, determined as of the Effective Time (each an "Indemnified Party Party") against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company Charter or the Company By-Laws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims., (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' , and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective DateTime; provided, that the Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, if the existing D&O Insurance expires, is terminated or canceled during such period, Parent or the Surviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall Parent, the Surviving Corporation or the Company be required to pay aggregate premiums for insurance under this Section 5.9(b5.10(b) in excess of 200150% of the aggregate premiums paid by the Company in 1999 1996 on an annualized basis for such purposepurpose (the "1996 Premium"); and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b5.10(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the aggregate premiums paid 1996 Premium. (c) Any Indemnified Party wishing to claim indemnification under this Section 5.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability or obligation it may have to such Indemnified Party except, and only to the extent, that such failure prejudices the Surviving Corporation. In the event of any such claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the Company in 1999 on an annualized basis defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel reasonably satisfactory to Parent for the Indemnified Parties advises that there are actual conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall pay all reasonable fees and expenses of such purposecounsel.

Directors’ and Officers’ Insurance and Indemnification. (a) For three five years after the Effective Time, Parent and the Surviving Corporation 42 47 (or any successor to the Surviving Corporation) shall jointly and severally indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries, determined as of the Effective Time (each an "Indemnified Party Party") against all losses, claims, damages, liabilities, costs, fees and expenses, expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with only upon receipt of the written consent of the Parent or the Surviving Corporation, Corporation which consent shall not unreasonably be unreasonably withheld)) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent required under applicable Delaware law, the terms of the Company Charter Certificate of Incorporation or the Company By-Laws, as in effect at the date hereof, and the terms of any indemnification agreement entered into with the Company prior to the date hereof and disclosed in Schedule 5.10 of the Company Disclosure Schedule; provided, provided that, in the event any claim or claims are asserted or made within such threefive-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' , and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective DateTime; provided, that the Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the such former directors or officers of the Company to which such insurance appliesofficers; provided, further, if the existing D&O Insurance expires, is terminated or canceled during such period, Parent or the Surviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall Parent, the Surviving Corporation or the Company be required to pay aggregate premiums for insurance under this Section 5.9(b5.10(b) in excess of 200150% of the aggregate premiums paid by the Company in 1999 1996 on an annualized basis for such purposepurpose (the "1996 Premium"); and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b5.10(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the aggregate premiums paid 1996 Premium. (c) Any Indemnified Party wishing to claim indemnification under this Section 5.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability or obligation it may have to such Indemnified Party except, and only to the extent, that such failure prejudices the Surviving Corporation. In the event of any such claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the Company in 1999 on an annualized basis defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel reasonably satisfactory to Parent for the Indemnified Parties advises that there are actual conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall pay all reasonable fees and expenses of such purposecounsel.

Directors’ and Officers’ Insurance and Indemnification. (a) For three As set forth in the Disclosure Letter, Fibrek may purchase, prior to or following the Effective Time, pre-paid non-cancellable run-off directors’ and officers’ liability insurance providing such coverage for such individuals on terms comparable in all material respects to those contained in the current insurance policies. In the event that Fibrek does not purchase the foregoing insurance, the Offeror agrees that for the period from the Effective Time until six years after the Effective Time, Parent the Offeror will cause Fibrek and its subsidiaries (or any successors thereof) to maintain the Surviving Corporation 42 47 shall jointly current directors’ and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (officers’ insurance policies or policies reasonably equivalent thereto; provided that without detracting from the foregoing, the insurance shall contain terms and conditions taken as a whole no less advantageous in any such settlement is effected with material respect to the written consent directors and officers of Fibrek and its subsidiaries than those contained in the Parent or policies in effect on the Surviving Corporationdate hereof, which consent shall not be unreasonably withheld) arising out for all directors and officers of actions or omissions occurring Fibrek and its subsidiaries at or prior to the Effective Time and former directors and officers of Fibrek and its subsidiaries, covering claims made prior to the full extent required under applicable Delaware law, the terms of the Company Charter or the Company By-Laws, as in effect at the date hereof; provided, that, in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three six years after the Effective DateExpiry Time; provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the former directors or officers of the Company to which such insurance applies; provided, further, that neither Fibrek nor the Offeror shall be required, in no event shall the Company be required order to maintain such directors’ and officers’ insurance policy, to pay aggregate premiums for insurance under this Section 5.9(b) an annual premium in excess of 200% of the aggregate premiums paid by annual cost (the Company in 1999 on an annualized basis for such purpose“Current Premia”) of the existing policies; and providedprovided further that, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can equivalent coverage cannot be obtained for or can only be obtained by paying an annual premium not in excess of 200% of the aggregate premiums paid Current Premia, Fibrek and the Offeror shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to 200% of the Company Current Premia. (b) From and after the Effective Time, the Offeror shall cause Fibrek and its subsidiaries (or any successors thereof) jointly and severally to indemnify the directors and officers of Fibrek and its subsidiaries, to the fullest extent to which the Offeror and Fibrek are permitted to indemnify them under their respective constating documents, the currently existing indemnification agreements between Fibrek and its directors and officers as disclosed in 1999 on an annualized basis the Diligence Information and applicable Law, from all claims in connection with any transactions or matters contemplated under this Agreement or otherwise in connection with Fibrek, its subsidiaries and their respective businesses and properties. (c) The provisions of this Section 6.2 are intended to be for the benefit of, and will be enforceable by, each individual director and officer referred to herein, his or her heirs and successors and his or her legal representatives and for such purposepurpose only, Fibrek hereby confirms that it is acting as agent on their behalf.

Directors’ and Officers’ Insurance and Indemnification. (a) For three (3) years after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally indemnify, defend and hold harmless each Indemnified Party present and former officer and director of the Company and each person who becomes an officer or director of the Company prior to the Effective Time (each, a "Former Officer or Director") against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) arising out of actions or omissions occurring at or prior to the Effective Time to the full fullest extent required under applicable Delaware law, the terms of the Company Charter or the Company By-LawsDocuments, as in effect at the date hereof, or, if greater, to the fullest extent permitted under the DGCL, as amended and in effect from time to time; provided, that, provided that in the event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) The Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance for a period of not less than three (3) years after the Effective Date; provided, provided that the Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to the former directors each Former Officer or officers of the Company Director to which such insurance applies; provided, further, that in no event shall the Parent or the Surviving Company be required to pay aggregate premiums for insurance under this Section 5.9(b4.7(b) in excess of 200% one hundred and fifty percent (150%) of the aggregate premiums paid by the Company in 1999 2003 on an annualized basis for such purpose; and provided, further, that if the Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.9(b4.7(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% one hundred and fifty percent (150%) of the aggregate premiums paid by the Company in 1999 2003 on an annualized basis for such purpose.

Directors’ and Officers’ Insurance and Indemnification. Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following: (a) For three six years after the Effective Time, Parent and the Surviving Corporation 42 47 shall jointly and severally indemnify, defend indemnify and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees the present and expenses, including reasonable fees former officers and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent directors of the Parent or the Surviving Corporation, which consent shall not be unreasonably withheldCompany (each an "Indemnified Person") arising out in respect of actions acts or omissions occurring at or prior to the Effective Time to the full fullest extent required permitted by the DGCL or any other applicable laws or as provided under applicable Delaware law, the terms certificate of the Company Charter or the Company By-Laws, as incorporation and bylaws in effect at on the date hereof; provided, that, in the event provided that such indemnification shall be subject to any claim or claims are asserted or made within such three-year period, all rights limitation imposed from time to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimstime under applicable law. (b) Parent or For six years after the Effective Time, the Surviving Corporation shall maintain the Company's existing provide officers' and directors' liability insurance for a period in respect of not less than three years after acts or omissions occurring prior to the Effective Date; provided, that Parent may substitute therefor policies of substantially equivalent Time covering each such Indemnified Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and amounts containing terms amount no less favorable to than those of such policy in effect on the former directors or officers of the Company to which such insurance applies; provideddate hereof, furtherprovided that, that in no event shall the Company be required to pay aggregate premiums for insurance satisfying its obligation under this Section 5.9(b) 6.7(b), the Surviving Corporation shall not be obligated to pay premiums in excess of 200% of the aggregate premiums paid by amount per annum the Company paid in 1999 on an annualized basis for its last full fiscal year, which amount Company has disclosed to Parent prior to the date hereof. (c) If Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such purpose; consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and providedassets to any person or entity, furtherthen, and in each such case, to the extent necessary, proper provision shall be made so that if the successors and assigns of Parent or the Surviving Corporation is unable to obtain Corporation, as the amount of insurance required by case may be, shall assume the obligations set forth in this Section 5.9(b6.7. (d) for The rights of each Indemnified Person under this Section 6.7 shall be in addition to any rights such aggregate premium, Parent Person may have under the certificate of incorporation or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% bylaws of the aggregate premiums paid by Company or any of its Subsidiaries, under the DGCL or any other applicable laws or under any agreement of any Indemnified Person with the Company in 1999 on an annualized basis or any of its Subsidiaries. These rights shall survive consummation of the Merger for such purposethe periods set forth above and are intended to benefit, and shall be enforceable by, each Indemnified Person.