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

Directors’ and Officers’ Insurance and Indemnification. (a) For six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall 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) 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 SEC Documents, each as in effect at the date hereof; provided, that if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless each Indemnified Party the individuals who served as officers or directors of the Company and the Company Subsidiaries at any time at or prior to the Effective Time (the “Covered Persons”) as provided by the terms of the Company Governing Documents in effect on the date hereof and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (true, complete and correct copies of which previously have been provided to the Purchaser) against all losses, claims, damages, liabilities, costs, any liabilities and expenses (including counsel fees and expensesdisbursements, including reasonable fees and disbursements amounts of counsel and judgments, finesfines or penalties against, losses, claims, liabilities and or amounts paid in settlement (providedby, that any Covered Person) actually and reasonably incurred by such settlement is effected with the written consent of the Parent or the Surviving Corporation) Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent required permissible under applicable Delaware law, the terms provisions of the Company's certificate of incorporation, bylaws or indemnity agreements in CGCL and/or the form filed as exhibits to Company SEC Documents, each as in effect at the date hereofDGCL; provided, that if the Surviving Corporation’s obligation to pay any amount in settlement shall be conditioned upon such settlement being effected with the written consent of the Surviving Corporation, which consent shall not be unreasonably withheld; provided, further, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.

Directors’ and Officers’ Insurance and Indemnification. (a) For six years From and after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless each Indemnified Party to the fullest extent permitted by Law the present and former officers and directors of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs, fees damages and expenses, including reasonable fees and disbursements liabilities in respect 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) arising out of actions acts 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 SEC Documents, each as in effect at the date hereof; provided, that if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims Time. Parent shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, cause the Surviving Corporation (and its successors) shall to establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws (or other comparable organizational documents) concerning the indemnification and exoneration of the Company's former and current present officers, directors, employees, employees and agents that are no less favorable to those persons than the provisions of the Company's certificate of incorporation and bylaws bylaws. 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 as and its Subsidiaries under the provisions existing on the date of this Agreement in effect any indemnification agreements between the Company and such individuals 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 date hereofEffective Time, Parent and the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or after the Effective Time.

Directors’ and Officers’ Insurance and Indemnification. (a) For six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall 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) 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 SEC 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 if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees the past and expenses, including reasonable fees present officers and disbursements directors of counsel the Company and judgments, fines, losses, claims, liabilities the Company Subsidiaries (the "Covered Persons") as provided in the terms of the Company Certificate or Company Bylaws and amounts paid under any agreements (the "Indemnification Agreements") as in settlement effect on the date hereof (true and correct copies of which have been previously provided to Parent) (provided, that the Surviving Corporation's obligation to pay any amount in settlement shall be conditioned upon such settlement is being effected with the written consent of the Parent or the Surviving Corporation) Parent, which consent shall not unreasonably be withheld), arising out of or in connection with actions or omissions occurring at or prior to the Effective Time Time, whether or not asserted prior to the full extent required under applicable Delaware law, Effective Time (including acts or omissions occurring in connection with the terms approval of this Agreement and the Transactions and the consummation of the Company's certificate of incorporation, bylaws or indemnity agreements in the form filed as exhibits to Company SEC Documents, each as in effect at the date hereofTransactions); provided, however, that if in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification (including advancement of expenses) in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, costs, fees the past and expenses, including reasonable fees present officers and disbursements directors of counsel the Company and judgments, fines, losses, claims, liabilities the Company Subsidiaries (the “Covered Persons”) as provided in the terms of the Company Certificate or Company Bylaws and amounts paid under any agreements (the “Indemnification Agreements”) as in settlement effect on the date hereof (true and correct copies of which have been previously provided to Parent) (provided, that the Surviving Corporation’s obligation to pay any amount in settlement shall be conditioned upon such settlement is being effected with the written consent of the Parent or the Surviving Corporation) Parent, which consent shall not unreasonably be withheld), arising out of or in connection with actions or omissions occurring at or prior to the Effective Time Time, whether or not asserted prior to the full extent required under applicable Delaware law, Effective Time (including acts or omissions occurring in connection with the terms approval of this Agreement and the Transactions and the consummation of the Company's certificate of incorporation, bylaws or indemnity agreements in the form filed as exhibits to Company SEC Documents, each as in effect at the date hereofTransactions); provided, however, that if in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification (including advancement of expenses) in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall (and Parent or any successor to Parent shall, to the extent of the greater of (x) the Surviving Corporation's financial ability or (y) the net worth of the Company as of the date hereof, cause the Surviving Corporation to) 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, that any such settlement is effected with the written consent of the Parent or the Surviving Corporation, which consent shall not unreasonably be withheld)) arising out of actions or omissions solely in their capacities as such occurring at or prior to the Effective Time to the full extent required permissible under applicable Delaware lawprovisions of the DGCL, the terms of the Company's certificate of incorporationincorporation or bylaws, bylaws or indemnity and under any agreements in the form filed as exhibits to Company SEC Documents, each as in effect at the date hereofhereof (true and correct copies of which have been previously provided or been made available to Parent); provided, however, that if in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.such

Directors’ and Officers’ Insurance and Indemnification. (a) For six five years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall 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, provided that any such settlement is effected with only upon receipt of the written consent of the Parent or the Surviving CorporationCorporation which consent shall not unreasonably be 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 Certificate of incorporationIncorporation or the By-Laws, bylaws or indemnity agreements in the form filed as exhibits to Company SEC Documents, each 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; providedprovided that, that if in the event any claim or claims are asserted or made within such sixfive-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.