Common use of Directors' and Officers' Insurance; Indemnification Agreements Clause in Contracts

Directors' and Officers' Insurance; Indemnification Agreements. (a) From and after the Effective Time, Parent shall cause, and the Company and the Surviving Corporation shall, continue to fulfill and honor all the obligations of the Company pursuant to the indemnification agreements listed on Section 6.11 of the Company Disclosure Schedule with each individual who is a party to such indemnification agreements and that at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of any current or former Subsidiary of the Company (each, an "Indemnitee" and, collectively, the "Indemnitees") which agreements shall survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time until seven years from the Effective Time, shall cause, unless otherwise required by Law, the articles of association and comparable organizational documents of the Surviving Corporation and the Subsidiaries to contain provisions no less favorable to the Indemnitees with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents and comparable organizational documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees with respect to exculpation and limitation of liabilities or insurance and indemnification. (b) The Company may purchase, immediately prior to the Effective Time, a "tail" policy (the "Tail Policy"), which policy shall be exclusively "A side" coverage, from an insurer with a Standard & Poor's rating of at least A, which (i) has an effective term of seven (7) years from the Effective Time, (ii) covers each Indemnitee and (iii) contains terms that are no less favorable than those of the Company's directors' and officers' insurance policy in effect on the date of this Agreement, provided that the aggregate cost of purchasing such Tail Policy shall not exceed 300% of the annual premium paid by the Company under its current directors and officers liability insurance policy (the actual premium paid by the Company to purchase the Tail Policy up to such cap, the "Tail Insurance Premium"). If and to the extent such a policy has been purchased prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policy in effect and continue to honor the obligations thereunder. (c) The Indemnitees to whom this ‎Section 6.11 applies shall be intended third party beneficiaries of this ‎Section 6.11. The provisions of this ‎Section 6.11 are intended to be for the benefit of each Indemnitee, his or her successors, heirs or representatives. (d) This ‎Section 6.11 shall be binding upon Parent and the Surviving Corporation and their respective successors and assigns. In the event that Parent or the Surviving Corporation or any of their respective successors or assigns 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 transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as applicable, shall succeed to the obligations set forth in this ‎Section 6.11. If the Tail Policy is not purchased, for the seven-year period commencing immediately after the Effective Time, Parent shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company's directors' and officers' liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (or Parent may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time, including a "tail" policy); provided, however, that, if the aggregate annual premiums for such insurance shall exceed 300% of the current aggregate annual premium, then Parent shall provide or cause to be provided a policy for the applicable individuals with the best coverage as shall then be available at an annual premium of 300% of the current aggregate annual premium.

Directors' and Officers' Insurance; Indemnification Agreements. (a) From and after the Effective Time, Parent shall cause, and the Company and cause the Surviving Corporation shall, continue Company to fulfill and honor all the obligations of the Company pursuant to the indemnification agreements listed on Section 6.11 5.9 of the Company Disclosure Schedule Schedule, with each individual who is a party to such indemnification agreements and that at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of any current or former Subsidiary of the Company (each, an "“Indemnitee" ” and, collectively, the "“Indemnitees"”) which agreements shall survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time and until seven years from the Effective Time, shall cause, unless otherwise required by Law, the articles of association association, certificate of incorporation and by-laws (as applicable) and comparable organizational documents of the Surviving Corporation Company and the each of its Subsidiaries to contain provisions no less favorable to the Indemnitees with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents and comparable organizational documentsthe Subsidiary Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees with respect to exculpation and limitation of liabilities or insurance and indemnification. (b) The Company may purchase, immediately prior to the Effective Time, a "tail" policy (the "Tail Policy"), which policy shall be exclusively "A side" coverage, from an insurer with a Standard & Poor's rating of at least A, which (i) has an effective term of seven (7) years from the Effective Time, (ii) covers each Indemnitee and (iii) contains terms that are no less favorable than those of the Company's directors' and officers' insurance policy in effect on the date of this Agreement, provided that the aggregate cost of purchasing such Tail Policy shall not exceed 300% of the annual premium paid by the Company under its current directors and officers liability insurance policy (the actual premium paid by the Company to purchase the Tail Policy up to such cap, the "Tail Insurance Premium"). If and to the extent such a policy has been purchased prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, Company to maintain such policy in effect any Tail Policy (as referred to in Section 5.2) and continue to honor the all obligations thereunderpursuant to such Tail Policy. (c) The Indemnitees to whom this ‎Section 6.11 Section 5.9 applies shall be are intended third party beneficiaries of this ‎Section 6.11Section 5.9ý. The provisions of this ‎Section 6.11 Section 5.9 are intended to be for the benefit of each Indemnitee, his or her successors, heirs or representatives. Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnitee in enforcing the indemnity and other obligations provided in this Section 5.9. (d) This ‎Section 6.11 Section 5.9 shall be binding upon Parent and the Surviving Corporation Company and their respective successors and assigns. In the event that Parent or the Surviving Corporation Company or any of their respective successors or assigns 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 transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving CorporationCompany, as applicable, shall succeed to the obligations set forth in this ‎Section 6.11. If the Tail Policy is not purchased, for the seven-year period commencing immediately after the Effective Time, Parent shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company's directors' and officers' liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (or Parent may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time, including a "tail" policy); provided, however, that, if the aggregate annual premiums for such insurance shall exceed 300% of the current aggregate annual premium, then Parent shall provide or cause to be provided a policy for the applicable individuals with the best coverage as shall then be available at an annual premium of 300% of the current aggregate annual premiumýSection 5.9.

Directors' and Officers' Insurance; Indemnification Agreements. (a) From and after the Effective Time, Parent Purchaser shall cause, and cause the Company and the Surviving Corporation shall, continue to fulfill and honor all the obligations of the Company pursuant to the indemnification agreements listed on Section 6.11 of the Company Disclosure Schedule Schedule, with each individual who is a party to such indemnification agreements and that at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of any current or former Subsidiary of the Company (each, an "Indemnitee" and, collectively, the "Indemnitees") which agreements shall survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, ParentPurchaser, from and after the Effective Time until seven years from the Effective Time, shall cause, unless otherwise required by Law, the articles of association association, certificate of incorporation and by-laws (as applicable) and comparable organizational documents of the Surviving Corporation and the each of its Subsidiaries to contain provisions no less favorable to the Indemnitees with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents and comparable organizational documentsdocuments of the relevant Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees with respect to exculpation and limitation of liabilities or insurance and indemnification. (b) The Company may purchasemay, immediately prior at its request, require Purchaser to purchase at the Effective Time, a "tail" policy (the "Tail Policy"), which policy shall be exclusively "A side" coverage, from an insurer with a Standard & Poor's rating of at least A, which (i) has an effective term of seven (7) years from the Effective Time, (ii) covers each Indemnitee and (iii) contains terms that are no less favorable than those of the Company's directors' and officers' insurance policy in effect on the date of this Agreement, provided that the aggregate cost of purchasing such Tail Policy shall not exceed 300% of the annual premium paid by the Company under its current directors and officers liability insurance policy (the actual premium paid by the Company to purchase the Tail Policy up to such cap, the "Tail Insurance Premium"). If and to the extent such a policy has been purchased prior to the Effective Time, Parent Purchaser shall, and shall cause the Surviving Corporation to, maintain such policy in effect and continue to honor the obligations thereunder. (c) The Indemnitees to whom this ‎Section Section 6.11 applies shall be intended third party beneficiaries of this ‎Section Section 6.11. The provisions of this ‎Section Section 6.11 are intended to be for the benefit of each Indemnitee, his or her successors, heirs or representatives. Purchaser shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnitee in enforcing the indemnity and other obligations provided in this Section 6.11. (d) This ‎Section Section 6.11 shall be binding upon Parent Purchaser and the Surviving Corporation and their respective successors and assigns. In the event that Parent Purchaser or the Surviving Corporation or any of their respective successors or assigns 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 transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent Purchaser or the Surviving Corporation, as applicable, shall succeed to the obligations set forth in this ‎Section Section 6.11. If the Tail Policy is not purchased, for the seven-year period commencing immediately after the Effective Time, Parent Purchaser shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company's directors' and officers' liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (or Parent Purchaser may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time, including a "tail" policy); provided, however, that, if the aggregate annual premiums for such insurance shall exceed 300% of the current aggregate annual premium, then Parent Purchaser shall provide or cause to be provided a policy for the applicable individuals with the best coverage as shall then be available at an annual premium of 300% of the current aggregate annual premium.

Directors' and Officers' Insurance; Indemnification Agreements. (a) From and after the Effective Time, Parent the Purchaser shall cause, and the Company and cause the Surviving Corporation shall, continue Company to fulfill and honor all the obligations of the Company pursuant to the indemnification agreements listed on in Section 6.11 6.12(a) of the Company Disclosure Schedule Schedule, with each individual who is a party to such indemnification agreements and that at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of any current or former Subsidiary of the Company (each, an "“Indemnitee" ” and, collectively, the "“Indemnitees") ”), which agreements shall survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parentthe Purchaser, from and after the Effective Time until seven (7) years from the Effective Time, shall cause, unless otherwise required by Law, the articles of association association, certificate of incorporation and by-laws (as applicable) and comparable organizational documents of the Surviving Corporation Company and the each of its Subsidiaries to contain provisions no less favorable to the Indemnitees with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents and comparable organizational documentsdocuments of the relevant Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees with respect to exculpation and limitation of liabilities or insurance and indemnification. (b) The Company may purchaseshall, immediately prior to after reasonable consultation with the Purchaser in good faith, purchase at the Effective Time, a "“tail" ” policy (the "“Tail Policy"”), which policy shall be exclusively "“A side" ”, “B side” and “C side” coverage, from an insurer with a Standard & Poor's ’s rating of at least AA or from a licensed insurance company registered in Israel, which (i) has an effective term of seven (7) years from the Effective Time, (ii) covers each Indemnitee and Indemnitee, (iii) contains terms that are no less favorable than those of the Company's ’s directors' ’ and officers' ’ insurance policy in effect on the date of this Agreement, provided that Agreement and on terms comparable to companies similarly situated in the aggregate cost of purchasing such Tail Policy shall not exceed 300% of the annual premium paid by industries in which the Company under its current directors operates and officers liability insurance policy (the actual premium paid by the Company to purchase the Tail Policy up to such cap, the "Tail Insurance Premium")iv) is at a cost not in excess of $1,200,000. If and to the extent such a policy has been purchased prior to the Effective Time, Parent the Purchaser shall, and shall cause the Surviving Corporation Company to, maintain such policy in effect and continue to honor the obligations thereunder. (c) The Indemnitees to whom this ‎Section 6.11 Section 6.12 applies shall be intended third party beneficiaries of this ‎Section 6.11Section 6.12. The provisions of this ‎Section 6.11 Section 6.12 are intended to be for the benefit of each Indemnitee, his or her successors, heirs or representatives. All reasonable expenses, including reasonable attorneys’ fees, and all other obligations provided in this Section 6.11 that may be incurred by (i) any Indemnitee in enforcing the indemnity and (ii) the Purchaser, the Surviving Company or their respective successors and assigns, as the case may be, in defending the indemnity shall be the responsibility of the Party who does not prevail in such enforcement action. (d) This ‎Section 6.11 Section 6.12 shall be binding upon Parent the Purchaser and the Surviving Corporation Company and their respective successors and assigns. In the event that Parent or the Purchaser, the Surviving Corporation Company or any of their respective successors or assigns consolidates with with, or merges into into, any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger merger, or transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent the Purchaser or the Surviving CorporationCompany, as applicable, shall succeed to the obligations set forth in this ‎Section 6.11Section 6.12. If the Tail Policy is not purchased, for the seven-year period commencing immediately after the Effective Time, Parent the Purchaser shall maintain in effect the Company's ’s current directors' ’ and officers' ’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company's ’s directors' ’ and officers' ’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (or Parent the Purchaser may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time, including a "“tail" ” policy); provided, however, that, if that in no event shall the aggregate annual premiums for such insurance shall exceed 300% Purchaser be required to expend per year of coverage more than two hundred percent (200%) of the current aggregate annual premiumamount currently expended by the Company per year of coverage as of the date of this Agreement (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto. If notwithstanding the use of reasonable best efforts to do so, then Parent the Purchaser is unable to maintain or obtain the insurance called for by this Section 6.12(d), the Purchaser shall provide or cause to be provided a policy obtain as much comparable insurance as available for the applicable individuals Maximum Amount. (e) If Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the best coverage 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, to the extent necessary, proper provision shall be made so that the successors and assigns of Company or the Surviving Corporation, as the case may be, shall then be available at an annual premium of 300% of assume the current aggregate annual premiumobligations set forth in this provision.

Directors' and Officers' Insurance; Indemnification Agreements. (a) From and after the Effective Time, Parent Purchaser shall cause, and cause the Company and the Surviving Corporation shall, continue to fulfill and honor all the obligations of the Company pursuant to the indemnification agreements listed on Section 6.11 of the Company Disclosure Schedule Schedule, with each individual who is a party to such indemnification agreements and that at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of any current or former Subsidiary of the Company (each, an "“Indemnitee" ” and, collectively, the "“Indemnitees"”) which agreements shall survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, ParentPurchaser, from and after the Effective Time until seven years from the Effective Time, shall cause, unless otherwise required by Law, the articles of association association, certificate of incorporation and by-laws (as applicable) and comparable organizational documents of the Surviving Corporation and the each of its Subsidiaries to contain provisions no less favorable to the Indemnitees with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents and comparable organizational documentsdocuments of the relevant Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees with respect to exculpation and limitation of liabilities or insurance and indemnification. (b) The Company may purchasemay, immediately prior at its request, require Purchaser to purchase at the Effective Time, a "“tail" ” policy (the "“Tail Policy"”), which policy shall be exclusively "“A side" ” coverage, from an insurer with a Standard & Poor's ’s rating of at least A, which (i) has an effective term of seven (7) years from the Effective Time, (ii) covers each Indemnitee and (iii) contains terms that are no less favorable than those of the Company's ’s directors' ’ and officers' ’ insurance policy in effect on the date of this Agreement, provided that the aggregate cost of purchasing such Tail Policy shall not exceed 300% of the annual premium paid by the Company under its current directors and officers liability insurance policy (the actual premium paid by the Company to purchase the Tail Policy up to such cap, the "Tail Insurance Premium"). If and to the extent such a policy has been purchased prior to the Effective Time, Parent Purchaser shall, and shall cause the Surviving Corporation to, maintain such policy in effect and continue to honor the obligations thereunder. (c) The Indemnitees to whom this ‎Section Section 6.11 applies shall be intended third party beneficiaries of this ‎Section Section 6.11. The provisions of this ‎Section Section 6.11 are intended to be for the benefit of each Indemnitee, his or her successors, heirs or representatives. Purchaser shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnitee in enforcing the indemnity and other obligations provided in this Section 6.11. (d) This ‎Section Section 6.11 shall be binding upon Parent Purchaser and the Surviving Corporation and their respective successors and assigns. In the event that Parent Purchaser or the Surviving Corporation or any of their respective successors or assigns 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 transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent Purchaser or the Surviving Corporation, as applicable, shall succeed to the obligations set forth in this ‎Section Section 6.11. If the Tail Policy is not purchased, for the seven-year period commencing immediately after the Effective Time, Parent Purchaser shall maintain in effect the Company's ’s current directors' ’ and officers' ’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company's ’s directors' ’ and officers' ’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (or Parent Purchaser may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time, including a "“tail" ” policy); provided, however, that, if the aggregate annual premiums for such insurance shall exceed 300% of the current aggregate annual premium, then Parent Purchaser shall provide or cause to be provided a policy for the applicable individuals with the best coverage as shall then be available at an annual premium of 300% of the current aggregate annual premium.