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

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent the parties shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent officer or director (the "Indemnified Party") of the Company and its Subsidiaries subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement settlement, with the written approval of the Surviving Corporation (which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummationconsummation of the Merger, the parties shall cause the Surviving Corporation to periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or the Surviving Corporation or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee director or agent officer of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a directorCompany, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case and to the extent that any such Claim pertains to any matter or fact arising, existing, arising out of any act or occurring omission prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire applicable law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereofhereof identified on SCHEDULE 5.7, or otherwise as permitted by contracts identified on SCHEDULE 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit, notwithstanding any modification or termination of any such law, Certificate of Incorporation, By-laws or contracts after the date of this Agreement. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummationconsummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company Surviving Corporation (or which, for purposes of this Section 5.7, shall include the provision of necessary funds to the Surviving Corporation Corporation, if after the Effective Timenecessary) to, to indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and or agent (the "Indemnified Party") of the Company and or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any ClaimClaim of the type described above, then from and after consummationconsummation of the Offer, Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) (which, for purposes of this Section 5.7, shall include the provision of necessary funds to the Surviving Corporation, if necessary) to periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, to indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any ClaimClaim of the type described above, then from and after consummationconsummation of the Offer, Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or the Surviving Corporation or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee director or agent of the Company or any Subsidiaries or is or was serving at the request officer of the Company or any of its Subsidiaries as a directorSubsidiaries, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case and to the extent that any such Claim pertains to any matter or fact arising, existing, arising out of any act or occurring omission prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire applicable law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereofhereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummationconsummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "“Indemnified Party"”) of the Company and and/or its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's ’s fees and expenses), judgments, fines, losses, and amounts paid in settlement, any such settlement to be with the approval of the indemnifying party (which approval shall not be unreasonably withheld), and fines in connection with any actual or threatened action, suit, claim, proceeding or investigation whether civil, criminal, administrative, or investigative, (each a "“Claim"”) to the extent that any such Claim is based on, or arises out of, or pertains to (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case case, to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire law or applicable Law and the Company's Articles ’s articles of Incorporationincorporation, Byby-laws or other indemnification agreements in effect at as of the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting Any Indemnified Party wishing to claim indemnification under this Section 4.6, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent, Merger Sub or the foregoingSurviving Corporation and shall deliver to Merger Sub and the Surviving Corporation the undertaking contemplated by Section 17-6305(e) of the KGCC. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, in under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. In the event any Indemnified Party becomes involved brings any action against Parent or the Surviving Corporation to enforce rights or to collect monies due under this Section 4.6, the prevailing party in any capacity in any Claimsuch action shall be entitled to recover its costs, then from including reasonable attorneys’ fees and after consummationcosts.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after In the consummation event of the Offerany threatened or actual claim, Parent shallaction, and shall cause the Company (suit proceeding or the Surviving Corporation if after the Effective Time) toinvestigation, indemnifywhether civil, defend and hold harmless criminal or administrative, including any person who is nowsuch claim, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation by or in the right of the Company, the Surviving Corporation or any of their respective Subsidiaries, in which any Seller or any of the present or former officers or directors of the Company or any Company Subsidiary (each a collectively, the "ClaimD&O Indemnified Parties") to the extent that any such Claim is based onis, or arises out ofis threatened to be, (i) made a party by reason of the fact that such person he or she is or was was, prior to the Closing Date, a director, officer, employee or agent of the Company or any of its Subsidiaries or is or was was, prior to the Closing Date, serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, enterprise at the request of the Company or any of the transactions contemplated herebyits Subsidiaries, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior toclaim arises before, at on or after the Effective TimeClosing Date, the Surviving Corporation shall, and Purchaser shall, and shall cause the Surviving Corporation (which for the purpose of this Section 5.6 shall include any successor to the full Surviving Corporation) to, indemnify and hold harmless, as and to the same extent and on the same terms and conditions permitted under New Hampshire law or by the Company's Articles of Incorporation, By-laws Incorporation or indemnification agreements Bylaws in effect at on the date hereofhereof (to the fullest extent permitted by applicable Laws), each such D&O Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including provisions relating reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such claim, action, suit proceeding or investigation. In the event of any such claim, action, suit proceeding or investigation (whether arising before, on or after the Closing Date) with respect to advancement which Purchaser, the Company or the Surviving Corporation (or any successor of expenses incurred in the Surviving Corporation) is required to provide indemnification hereunder, (i) Purchaser may (or may cause the Surviving Corporation to), at its election, assume the defense of any action or suit. Without limiting the foregoingsuch matter; provided, that in the event that Purchaser or the Surviving Corporation fails to assume such defense or, under applicable standards of professional conduct, a conflict of interest on any significant issue exists between Purchaser or the Surviving Corporation, on the one hand, and any of the D&O Indemnified Party becomes involved Parties on the other hand, the D&O Indemnified Parties may retain counsel satisfactory to them, and Purchaser or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the D&O Indemnified Parties promptly as statements therefor are received and (ii) Purchaser shall, and shall cause the Surviving Corporation to, use its best efforts to assist in the vigorous defense of any capacity in such matter; provided, that neither Purchaser nor the Surviving Corporation, as the case may be, shall be liable for any Claimsettlement effected without its prior written consent (which consent shall not be unreasonably withheld). After the Closing Date, then from and after consummationPurchaser shall guarantee the performance by the Surviving Corporation of its obligations under this Section 5.6(a).

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "“Indemnified Party"”) of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's ’s fees and expenses), judgments, fines, losses, and amounts paid in settlement, any such settlement to be with the approval of the indemnifying party (which approval shall not be unreasonably withheld), and fines in connection with any actual or threatened action, suit, claim, proceeding or investigation whether civil, criminal, administrative, or investigative, (each a "“Claim"”) to the extent that any such Claim is based on, or arises out of, or pertains to (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire law the DGCL or the Company's Articles ’s certificate of Incorporationincorporation, Byby-laws or other indemnification agreements in effect at as of the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting Any Indemnified Party wishing to claim indemnification under this Section 4.6, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent, Merger Sub or the foregoingSurviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 4.6, in except to the extent such failure materially prejudices such party), and shall deliver to Merger Sub and the Surviving Corporation the undertaking contemplated by Section 145(e) of the DGCL. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. In the event any Indemnified Party becomes involved brings any action against Parent or the Surviving Corporation to enforce rights or to collect monies due under this Section 4.6, the prevailing party in any capacity in any Claimsuch action shall be entitled to recover its costs, then from including reasonable attorneys’ fees and after consummationcosts.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent the parties shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent officer or director (the "Indemnified PartyINDEMNIFIED PARTY") of the Company and or its Subsidiaries subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement settlement, with the written approval of the Surviving Corporation (which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "ClaimCLAIM") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries subsidiary or is or was serving at the request of the Company or any of its Subsidiaries subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire Delaware law or the Company's Articles certificate of Incorporationincorporation, Byby-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummationconsummation of the Merger, the parties shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferEffective Time, Parent shall, Purchaser and shall cause the Company (or the Surviving Corporation if after (or any successor to the Effective TimeSurviving Corporation) to, shall jointly and severally indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "Indemnified Party") of the Company and its Subsidiaries subsidiaries against all losses, claims, damages, liabilities, costs costs, fees and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement incurred in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries of its subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full fullest extent permitted under New Hampshire law or Delaware law, the Company's Articles Restated Certificate of Incorporation, Incorporation or Amended and Restated By-laws or any applicable indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummationconsummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non- appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferEffective Time, Parent shall, Acquiror shall and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and or agent (the "Indemnified Party") of the Company and its Subsidiaries and/or the Merger Sub against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, : (i) the fact that such person is or was was, or took or failed to take any action as, a director, officer, employee or agent of the Company or any Subsidiaries the Merger Sub or is or was serving at the request of the Company or any of its Subsidiaries the Merger Sub as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, ; or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under New Hampshire Delaware Law, Florida law or the Acquiror's or the Company's Articles of IncorporationArticles, By-laws bylaws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then then, from and after consummationthe Effective Time, Acquiror shall and shall cause the Company to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after After the consummation of the OfferEffective Time, Parent shall, and shall will cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend to indemnify and hold harmless any each person who is now, or has been at any time prior to the date hereof, hereof or who becomes prior to the Effective Time, an officer, director, employee and agent officer or director of the Company or any of its Subsidiaries (the "Indemnified PartyPersons") of the Company and its Subsidiaries against (i) all losses, claims, damages, liabilitiescosts, costs and expenses (including attorney's without limitation counsel fees and expenses), judgmentssettlement, fines, losses, and amounts paid in settlement payments or liabilities arising out of or in connection with any actual or threatened actionclaim, demand, action suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based in whole or in part on, or arises arising in whole or in part out of, (i) the fact that such person is or was a director, officer, employee an officer or agent of the Company or any Subsidiaries or is or was serving at the request director of the Company or any of its Subsidiaries as a directorSubsidiaries, officer, employee whether or agent of another corporation, partnership, joint venture, trust not pertaining to any matter existing or other enterprise, occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the "Indemnified Liabilities") and (ii) this Agreementall Indemnified Liabilities based in whole or in part on, or any of arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent that any such Claim pertains to any matter required or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, permitted under applicable law (including with respect to the full extent permitted advancement of expenses). Each Indemnified Person is intended to be a third party beneficiary of this SECTION 5.8 and may specifically enforce its terms. This SECTION 5.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under New Hampshire law any agreement with the Company or under the Company's Articles Certificate of Incorporation, Incorporation or By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummationLaws.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after In the consummation event of the Offerany threatened or actual claim, Parent shall, and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and agent (the "Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, addition, suit, proceeding or investigation (each a "Claim") to by or in the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries or is or was serving at the request right of the Company or any of its Subsidiaries, in which any of the present or former officers or directors (the "Indemnified Parties") of the Company or ------------------- any of its Subsidiaries is, or is threatened to be, made a party by reason of the fact that he or she is or was, prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or is or was, prior to the Effective Time, serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, enterprise at the request of the Company or any of the transactions contemplated herebyits Subsidiaries, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at claim arises before or after the Effective Time, the Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation, jointly and severally, shall indemnify and hold harmless, as and to the full extent permitted under New Hampshire law by applicable law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such claim, action, suit proceeding or investigation. In the event of any such claim, action, suit proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them (which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation), and the Company's Articles , or the Surviving Corporation after the Effective Time, shall pay all reasonable fees and expenses of Incorporation, By-laws or indemnification agreements in effect at such counsel for the date hereof, including provisions relating Indemnified Parties promptly as statements therefor are received and (ii) the Company and the Surviving Corporation will use their respective reasonable efforts to advancement of expenses incurred assist in the vigorous defense of any action or suit. Without limiting such matter; provided, that neither the foregoing, in Company nor the event Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Surviving Corporation shall have no obligation hereunder to any Indemnified Party becomes involved when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict of interest on any capacity in significant issue between the positions of any Claimtwo or more Indemnified Parties, then from and after consummationor any similar impediment to the joint representation of multiple Indemnified Parties by a single law firm.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferEffective Time, Parent and Surviving Corpora tion shall, jointly and shall cause the Company (or the Surviving Corporation if after the Effective Time) toseverally, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer, director, employee and or agent (the "Indemnified Party") of the Company and or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any Subsidiaries Subsid iaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, and, in each case, to the full extent permitted under New Hampshire Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements indemnifi cation agreements, if any, in effect at the date hereof, including provisions relating to advancement ad vancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then at or prior to the Effective Time the Surviving Corporation shall, from time to time, promptly upon any request therefor, advance to such Indemnified Party its legal and after consummationother expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after After the consummation of the OfferEffective Time, Parent shall, and shall will cause the Company (or the Surviving Corporation if after the Effective Time) to, indemnify, defend to indemnify and hold harmless any each person who is now, or has been at any time prior to the date hereof, hereof or who becomes prior to the Effective Time, an officer, director, employee and agent (the "Indemnified Party") officer or director of the Company and or any of its Subsidiaries (the “Indemnified Persons”) against (i) all losses, claims, damages, liabilitiescosts, costs and expenses (including attorney's without limitation counsel fees and expenses), judgmentssettlement, fines, losses, and amounts paid in settlement payments or liabilities arising out of or in connection with any actual or threatened actionclaim, demand, action suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based in whole or in part on, or arises arising in whole or in part out of, (i) the fact that such person is or was a director, officer, employee an officer or agent of the Company or any Subsidiaries or is or was serving at the request director of the Company or any of its Subsidiaries as a directorSubsidiaries, officer, employee whether or agent of another corporation, partnership, joint venture, trust not pertaining to any matter existing or other enterprise, occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “Indemnified Liabilities”) and (ii) this Agreementall Indemnified Liabilities based in whole or in part on, or any of arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent that any such Claim pertains to any matter required or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, permitted under applicable law (including with respect to the full extent permitted advancement of expenses). Each Indemnified Person is intended to be a third party beneficiary of this Section 5.8 and may specifically enforce its terms. This Section 5.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under New Hampshire law any agreement with the Company or under the Company's Articles ’s Certificate of Incorporation, Incorporation or By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after consummationLaws.