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

Directors and Officers Insurance; Indemnification. (a) The Board shall cause the Company to maintain directors’ and officers’ liability insurance coverage adequate to cover risks of such types and in such amounts as are customary for companies of similar size engaged in similar lines of business. (b) The Company shall maintain in effect during the term of this Agreement all provisions in the Charter Documents that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the officers and Directors of the Company, and such provisions shall not be amended other than in accordance with Section 4.10(a) and except as either required by Applicable Law or to make changes permitted by law that would enhance the rights of officers and Directors. From and after the Closing Date, the Company shall indemnify and hold harmless to the fullest extent permitted by the Charter Documents each Director against all losses, claims, damages, liabilities, costs or expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacity as a Director, which acts or omissions occurred after the Closing Date, in each case in accordance with the provisions of Article VI of the Bylaws.

Directors and Officers Insurance; Indemnification. (a) The Board shall cause the Company to maintain directors’ and officers’ liability insurance coverage adequate to cover risks of such types and in such amounts as are customary for companies of similar size engaged in similar lines of business. (b) The Company shall maintain in effect during the term of this Agreement all provisions in the Charter Documents that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the officers and Directors of the Company, and such provisions shall not be amended other than in accordance with Section 4.10(a) and except as either required by Applicable Law or to make changes permitted by law that would enhance the rights of officers and Directors. From and after the Closing Date, the Company shall indemnify and hold harmless to the fullest extent permitted by the Charter Documents each Director against all losses, claims, damages, liabilities, costs or expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacity as a Director, which acts or omissions occurred after the Closing Date, in each case in accordance with the provisions of Article VI of the New Bylaws.