Common use of Directors and Officers Insurance Clause in Contracts

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as a director or officer of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 3.3, shall maintain directors' and officers' insurance in full force and effect. 3.2 In all policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3

Directors and Officers Insurance. 3.1 (a) The Company hereby covenants ---------------------------------- Certificate of Incorporation and agrees that, so long as Indemnitee shall continue to serve as a director or officer the By-laws of the Company Surviving Corporation shall contain the provisions with respect to indemnification, exculpation from liability and thereafter so long advancement of expenses set forth in the Company's Restated Certificate of Incorporation, as Indemnitee amended, and By-laws as in effect on the -45- date of this Agreement, which provisions shall not be subject amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights (including, without limitation, rights with respect to any possible Proceeding, the transactions contemplated by this Agreement) thereunder of individuals who on or prior to the Effective Time were directors or officers of the Company, subject unless such modification is required by law. (b) For a period of six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to Section 3.3, shall either (i) maintain in effect the Company's directors' and officers' liability insurance as in full force and effect. 3.2 In all policies effect on April 1, 2000 covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' insurance, Indemnitee shall be named as an insured in such liability insurance policy (a manner as copy of which has been heretofore delivered to provide Indemnitee Parent) (the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company"Insured ------- Parties"); provided, however, that if Indemnitee is not then serving as a director in no event shall the Surviving Corporation ------- -------- ------- be required to expend in any one year an amount in excess of 200% of the Company, then annual premiums paid by the Company must provide notice for such insurance which the Company represents will be not more than $400,000 for the twelve month period ending on March 31, 2001; provided, further, that if the annual premiums of such insurance coverage -------- ------- exceed such amount, the Surviving Corporation shall be obligated to Indemniteeobtain a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, that the Surviving Corporation may substitute for -------- ------- such Company policies with at least the same coverage containing terms and conditions which are no less than thirty (30) days advantageous and provided that said substitution does not result in any gaps or lapses in coverage with respect to matters occurring on or prior to the effective date of cancellationEffective Time (including, expiration without limitation, rights with respect to the transactions contemplated by this Agreement) or non-renewal of the then-current (ii) cause Parent's, directors' and officers' liability insurance policy, of then in effect to cover the BoardInsured Parties with respect to those matters covered by the Company's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' liability insurance policy with at least the same coverage as such Company policies as in accordance effect as of April 1, 2000 (subject to the first proviso of this Section 6.10(b)), containing terms and conditions which are no less advantageous and provided that said substitution does not result in any gaps or lapses in coverage with respect to matters occurring on or prior to the Effective Time (including, without limitation, matters with respect to the transactions contemplated by this Agreement). (c) Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless each 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 or employee of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties") to the fullest extent permitted by Section 145 of the --------------------- DGCL with respect to all acts and omissions arising out of such individuals' services as officers, directors or employees of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring prior to the Effective Time including, without limitation, the transactions contemplated by this Agreement. Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, Parent shall cause the Surviving Corporation, from and after the Effective Time, to pay, as incurred, such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 6.10(d), Parent shall cause the Surviving Corporation to pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 6.10 or any action involving an Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof; provided, however, that any Indemnified Party's failure to -------- ------- promptly notify the Surviving Corporation upon learning of any such claim, action, suit, proceeding or investigation shall only eliminate such Indemnified Party's rights under this Section 6.10 in the event such failure to notify materially prejudices the Surviving Corporation's ability to defend 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 Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party) and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the exception defense thereof other than as expressly set forth herein, (ii) such Indemnified Party will cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld; provided, -------- that the Surviving Corporation shall not have any obligation hereunder to any ---- Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by Section 145 of the DGCL. The Surviving Corporation shall not, except with the consent of any Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons making, asserting or conducting such claim, action suit, proceeding or investigation to such Indemnified Party of an unconditional release from all liability with respect to such claim, action, suit, proceeding or investigation which is indemnifiable pursuant to Section 6.10(c). Notwithstanding the right of the Surviving Corporation to assume and control the defense of such litigation, claim or proceeding, such Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such litigation, claim or proceeding, and the Surviving Corporation shall bear the fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Indemnified Party if (i) the use of counsel chosen by the Surviving Corporation to represent such Indemnified Party would present such counsel with a conflict of interest, (ii) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Party within a reasonable period of time after notice of the relevant claim, action, suit, proceeding or investigation or (iii) such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it which are different from or in addition to those available to the Surviving Corporation. (e) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns or transferees of the Surviving Corporation shall succeed to the obligations set forth in this Section 3.3, and the Company 6.10. (f) Each Indemnified Party shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception be entitled to the obligation advancement of expenses to continue to maintain directors' and officers' insurance set forth the full extent contemplated in this Section 3.36.10 in connection with any such action. The rights to indemnification and advancement of expenses under Section 6.10 shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to -------- ------- indemnification in respect of any claim for indemnification or advancement of expenses asserted or made within such period shall continue until the disposition of such claim.

Directors and Officers Insurance. 3.1 (a) The Company hereby covenants Certificate of Incorporation and agrees that, so long as Indemnitee shall continue to serve as a director or officer the By-laws of the Company Surviving Corporation shall contain the provisions with respect to indemnification and thereafter so long exculpation from liability set forth in the Company's Certificate of Incorporation, as Indemnitee amended, and By-laws as in effect on the date of this Agreement, which provisions shall not be subject amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to any possible Proceeding, the Effective Time were directors or officers of the Company, subject to Section 3.3unless such modification is required by Law. (b) For a period of six (6) years from the Effective Time, the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance in full force and effect. 3.2 In all policies covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' insurance, Indemnitee shall be named as an insured in such liability insurance policy (a manner as copy of which has been heretofore delivered to provide Indemnitee Buyer) (the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company"Indemnified Parties"); provided, however, that if Indemnitee is not then serving as a director in no event shall Buyer be required to expend in any one year an amount in excess of one hundred and fifty percent (150%) of the Company, then annual premiums currently paid by the Company must provide notice for such insurance which the Company represents and warrants to Indemniteebe $141,000 for the twelve month period ending on February 5, 2004; provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, that the Surviving Corporation may substitute for such Company policies other policies with at least the same coverage containing terms and conditions which are no less than thirty (30) days advantageous, and provided that said substitution does not result in any gaps or lapses in coverage with respect to matters occurring prior to the effective date of cancellation, expiration or non-renewal Effective Time. (c) The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by Section 145 of the then-current DGCL with respect to all acts and omissions arising out of such individuals' services as officers, directors' and officers' insurance policy, employees or agents of the BoardCompany or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved, in any capacity, in any Claim in connection with any matter, including the transactions contemplated by this Agreement, occurring prior to and including the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party's determinationreasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 6.10(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 6.10 or any action involving an Indemnified Party resulting from the possibility transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of this Section 6.10, upon learning of any such a determinationClaim, shall promptly notify the Surviving Corporation thereof. In the event of any such Claim (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right, from and after the Effective Time, to discontinue maintenance of directors' and officers' insurance in accordance assume the defense thereof (with counsel engaged by the exception set forth in this Section 3.3Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party), and the Company Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in good faith request connection with the defense thereof, (ii) such Indemnified Party shall cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided that the Board reconsider Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination based on information shall have become final, that Indemnitee or his or her insurance broker the indemnification of such Indemnified Party in the manner contemplated hereby is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure prohibited by Section 145 of the Company DGCL. The Indemnified Parties shall be third party beneficiaries of, and entitled to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in seek enforcement of, this Section 3.36.10.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that, so long Premark shall use its reasonable ---------------------------------- efforts to cause the persons currently serving as Indemnitee shall continue to serve officers and/or directors of Premark who will become effective as a director or officer of the Company and thereafter so long as Indemnitee shall Distribution Date officers and/or directors of Tupperware to be subject to any possible Proceeding, covered for a period of three years from the Company, subject to Section 3.3, shall maintain Distribution Date by the directors' and officers' liability insurance in full force and effect. 3.2 In all policy maintained by Premark (provided that Premark may substitute therefor policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee at least the same rights coverage and benefits, subject amounts containing terms and conditions which are not less advantageous than such policy) with respect to matters covered under the existing policy occurring prior to the same limitations, as are accorded to the Company's directors or officers most favorably insured Distribution Date which were committed by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines officers and/or directors in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so their capacity as to provide an insufficient benefit to the insureds (other than the Company)such; provided, however, that if Indemnitee is not then serving as a director in no event shall Premark be required to expend -------- ------- with respect to any year more than 120% of the Companycurrent annual premium expended by Premark (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and further provided that if Premark is unable to maintain or obtain the insurance called for by this subsection 3.06(f), then Premark shall use its reasonable efforts to obtain as much comparable insurance as available for the Company must provide notice Insurance Amount. In the event Premark or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to Indemniteeany Person, no less than thirty (30) days prior then, and in each such case, to the effective date extent necessary, proper provision shall be made so that the successors and assigns of cancellation, expiration or non-renewal of Premark assume the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception obligations set forth in this Section 3.3subsection. The provisions of this subsection 3.06(f) are intended to be for the benefit of, and the Company shall in good faith request that the Board reconsider any be enforceable by, each such determination based on information that Indemnitee or officer and director and his or her insurance broker is able to provide concerning the availability, costs heirs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3representatives.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as a director or officer of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 3.3, shall maintain directors' ’ and officers' ’ insurance in full force and effect. 3.2 In all policies of directors' ’ and officers' ’ insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's ’s directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' ’ and officers' ’ insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' ’ and officers' ’ insurance policy, of the Board's ’s determination, or the possibility of such a determination, to discontinue maintenance of directors' ’ and officers' ’ insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' ’ and officers' ’ insurance set forth in this Section 3.3 inapplicable. In the event the Company properly relies on the exception to the obligation to continue to maintain directors’ and officers’ insurance set forth in this Section 3.3, the Company shall purchase, prior to the deadline therefor, the maximum “option extension period,” “discovery period” or similar benefit available under the last directors’ and officers’ insurance policy in effect, providing to Indemnitee continuing coverage following policy expiration for a premium which is fixed by the terms of such last policy in effect; or, if such coverage may be purchased only by Indemnitee, the Company shall pay directly for, or reimburse Indemnitee for the cost of, Indemnitee’s purchase of such coverage. 3.4 If, at the time of the receipt by the Company of a notice of a “Claim” as that term or any similar term is defined under any policy of directors’ and officers’ liability insurance maintained by the Company, the Company shall give prompt notice of the commencement of such Claim to the insurer(s) in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.

Directors and Officers Insurance. 3.1 (a) The Purchasers and the Company hereby covenants shall cause the provisions of the Certificate of Incorporation of the Company with respect to indemnification currently set forth in the Seventh Article of the Certificate of Incorporation and agrees thatthe provisions of the Bylaws of the Company with respect to indemnification currently set forth in Article VIII of the Bylaws not to be amended, so long as Indemnitee repealed or otherwise modified for a period of six years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of the Company (the "Indemnified Persons"), unless such modification shall continue be required by Law. (b) At or prior to serve as the Closing, the Company will purchase a director or officer single-premium six-year policy of directors' and officers' liability insurance covering current and former officers and directors of the Company and thereafter so long its Subsidiaries in the same amounts and on terms and conditions, including limits, as Indemnitee favorable to such officers and directors as the policies in effect as of the date hereof (provided that the Purchasers may substitute for the policies carried by the Company policies of at least the same coverage containing terms and conditions which are not less advantageous to the beneficiaries thereof) with respect to matters or events occurring prior to the Closing. (c) In the event the Company (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be subject made so that the successors and assigns of the Company shall assume the obligations set forth in this Section 5.06. (d) The provisions of this Section 5.06 are intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons, their heirs and their representatives. (e) Nothing in this Agreement is intended to, will be construed to or will release, waive or impair any possible Proceeding, the Company, subject rights to Section 3.3, shall maintain directors' and officers' insurance claims under any policy that is or has been in full force and effect. 3.2 In all policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject existence with respect to the same limitations, as are accorded to the Company's Company or any of its directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' officers, it being understood and officers' insurance unless agreed that the Board determines in good faith that such insurance is not reasonably available, the premium costs indemnification provided for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception set forth in this Section 3.3, 5.06 is supplemental and the Company shall not prior to or in good faith request that the Board reconsider substitution for any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3claims under such policies.

Directors and Officers Insurance. 3.1 The Company hereby covenants Parent shall cause the Surviving Corporation to and agrees thatthe Surviving Corporation shall (i) include and maintain in effect in its certificate of incorporation and by-laws, so long as Indemnitee shall continue the same provisions regarding elimination of liability of directors and indemnification of and advancement of expenses to serve as a director or officer officers, directors, employees and other persons contained in the certificate of incorporation and by-laws of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding(ii) maintain for a period of at least six years, the Company, subject to Section 3.3, shall maintain directors' and officers' insurance in full force and effect. 3.2 In all current policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee liability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same rights coverage and benefitsamounts containing terms and conditions which are, subject in the aggregate, no less advantageous in any material respect to the same limitations, as are accorded insured) with respect to claims arising from facts or events that occurred on or before the Company's directors or officers most favorably insured Effective Time; including in respect of the transactions contemplated by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company)this Agreement; provided, however, that if Indemnitee is not then serving as a director in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 225% of the Company, then annual premiums currently paid by the Company must provide notice for such insurance (such 225% amount, the "Maximum Premium"); provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to Indemnitee, no less than thirty (30) days obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the effective date Closing for purposes of cancellationthis Section 5.7, expiration which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or non-renewal events that occurred on or before the Effective Time, including, without limitation, in respect of the then-current directors' and officers' insurance policy, transactions contemplated by this Agreement; provided that the maximum amount of the Boardpremium to be paid for such policies shall not exceed $2,225,000. If such prepaid policies have been obtained by the Company prior to the Closing, Parent shall and shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the Company's determination, obligations thereunder. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the possibility continuing or surviving corporation or entity of such a determinationconsolidation 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 discontinue maintenance the extent necessary, proper provision shall be made so that the successors and assigns of directors' and officers' insurance in accordance with the exception Surviving Corporation assume the obligations set forth in this Section 3.35.7. Parent agrees to cause the Surviving Corporation to comply with its obligations under this Section 5.7, including by providing any funds to the Surviving Corporation necessary to enable the Surviving Corporation to fulfill its obligations hereunder. The Company represents and the Company shall in good faith request warrants that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker Maximum Premium is able equal to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3approximately $731,250.

Directors and Officers Insurance. 3.1 The Company hereby covenants (i) For a period of not less than seven years after the date of this Agreement, the Buyers shall, and agrees that, so long as Indemnitee shall continue to serve as a director or officer of cause the Company and thereafter so long as Indemnitee shall be subject to any possible Proceedingits Subsidiaries to, maintain in effect, the Company, subject to Section 3.3, shall maintain directors' and officers' insurance in full force and effect. 3.2 In all current policies of directors' ’ and officers' insurance, Indemnitee shall be named ’ liability insurance maintained by the Company as an insured in such of the date of this Agreement (provided that the Company may substitute therefor policies with a manner as to provide Indemnitee the same rights substantially comparable insurer of substantially equivalent coverage and benefits, subject amounts containing terms and conditions which are no less advantageous to the same limitationsinsured), as are accorded to or, if the Company's directors ’s current policy or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' substantially equivalent insurance unless the Board determines in good faith that such insurance coverage is not reasonably availableunavailable, the premium costs for such insurance are disproportionate best available coverage, with respect to claims arising from facts or events which occurred at or before the amount and/or scope date of coverage provided to this Agreement (including matters, acts or omissions occurring in connection with the insureds approval of this Agreement and the consummation of the transactions contemplated hereby) (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company“D&O Policy”); provided, however, that the Company shall not be required to pay an annual premium for the D&O Policy in excess of 200% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $690,000 (it being understood and agreed that in the event such D&O Policy cannot be obtained for 200% of such last annual premium or less, in the aggregate, the Company shall remain obligated to provide the greatest D&O Policy coverage as may be obtained for such amount). Notwithstanding anything to the contrary, in lieu of its obligations under the first sentence of this Section 7(d), the Company may purchase a seven-year “tail” prepaid policy on the D&O Policy on terms and conditions substantially comparable to such policy; provided, however, that the aggregate premium for such “tail” prepaid policy may not exceed $1,000,000 (and if Indemnitee the aggregate premium for such policy would exceed $1,000,000, then the Company may purchase such coverage as is available for an aggregate premium of $1,000,000), and in the event that the Company shall purchase such a “tail” policy, the Company shall maintain such “tail” policy in full force and effect and continue to honor its obligations thereunder, in lieu of all other obligations of the Company under the first sentence of this Section 7(d)(i) for so long as such “tail” policy shall be maintained in full force and effect and the Company shall have no obligations under the first sentence of this Section 7(d). The Company shall pay (as incurred) all expenses, including reasonable, actual and documented fees and expenses of counsel, which an indemnified person may incur in enforcing the indemnity and other obligations provided for in this Section 7(d). (ii) If the Company or any of its successors or assigns (i) consolidates with or merges into any other person and shall not then serving as a director be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company, then as the Company must provide notice to Indemniteecase may be, no less than thirty (30) days prior to shall assume the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception obligations set forth in this Section 3.37(d). (iii) The obligations under this Section 7(d) shall not be terminated, amended or otherwise modified in such a manner as to adversely affect in any material respect any Person covered by the policy or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 7(d)(i) (and their heirs and representatives) (collectively, “Insured Party”) without the prior written consent of such affected Insured Party. Each Insured Party is intended to be a third party beneficiary of this Section 7(d), with full rights of enforcement as if a party hereto or thereto. The rights of each Insured Party shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents of, and any and all indemnification and other agreements entered into by, the Company shall in good faith request that the Board reconsider or any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Subsidiaries, or applicable legal requirements (whether at law or in equity). The Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' pay all reasonable, actual and officers' insurance set forth documented expenses that may be incurred by an Insured Party in enforcing its rights under this Section 3.37(d).

Directors and Officers Insurance. 3.1 The Company hereby covenants For a period of six years following the Acceptance Time, MetLife shall provide coverage under a policy of officers’ and agrees that, so long as Indemnitee shall continue to serve as a director or officer directors’ liability insurance for the benefit of the Company RGA Indemnified Parties, and thereafter so long all other individual insureds of RGA and its Subsidiaries, who are covered by the current liability insurance policy provided by MetLife on the date hereof covering the current and former officers and directors of RGA and its Subsidiaries (the “Covered Persons”), with respect to claims against such Covered Persons arising from facts or events occurring on or prior to the Acceptance Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“D&O Insurance”), which insurance shall contain terms and conditions (including as Indemnitee shall be subject to type of coverage, amount of coverage, and the amount of deductibility borne by RGA and any possible Proceeding, Covered Person) no less advantageous to the Company, subject to Section 3.3, shall maintain Covered Persons as the directors' ’ and officers' ’ liability insurance coverage provided by MetLife to the officers and directors of MetLife (as such policy may be in full force effect from time to time); provided that MetLife shall promptly notify RGA in the event the A-41 terms and effect. 3.2 In all policies of directors' and officers' insurance, Indemnitee conditions become materially less favorable than those contained in the current policy. Nothing in this Agreement shall be named as an insured in such a manner as require MetLife to provide Indemnitee the same rights and benefits, subject D&O Insurance to the same limitations, as Covered Persons on terms or conditions that are accorded more advantageous to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' Covered Persons than the terms and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage conditions provided to the insureds (officers and directors of MetLife, as such terms and conditions may be in effect from time to time. Each of the parties agrees to reasonably cooperate with each other than the Company)with respect to complying with this Section 7.17 and to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable with respect to any claims by any Covered Persons that are or may be covered by the coverage provided D&O Insurance, including MetLife instructing its insurance broker upon request by such insurance is limited by exclusions so as RGA to provide an insufficient benefit information to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide RGA concerning the availability, costs and benefits remaining limits of continued insurance coverage. Failure of liability under the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3D&O Insurance.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as a director or officer of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 3.3, shall maintain directors' ’ and officers' ’ insurance in full force and effect. 3.2 In all policies of directors' ’ and officers' ’ insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's ’s directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' ’ and officers' ’ insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' ’ and officers' ’ insurance policy, of the Board's ’s determination, or the possibility of such a determination, to discontinue maintenance of directors' ’ and officers' ’ insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' ’ and officers' ’ insurance set forth in this Section 3.3 inapplicable. In the event the Company properly relies on the exception to the obligation to continue to maintain directors’ and officers’ insurance set forth in this Section 3.3, the Company shall purchase, prior to the deadline therefor, the maximum “option extension period,” “discovery period” or similar benefit available under the last directors’ and officers’ insurance policy in effect, providing to Indemnitee continuing coverage following policy expiration for a premium which is fixed by the terms of such last policy in effect; or, if such coverage may be purchased only by Indemnitee, the Company shall pay directly for, or reimburse Indemnitee for the cost of, Indemnitee’s purchase of such coverage and will so notify the Indemnitee. 3.4 If, at the time of the receipt by the Company of a notice of a “Claim” as that term or any similar term is defined under any policy of directors’ and officers’ liability insurance maintained by the Company, the Company shall give prompt notice of the commencement of such Claim to the insurer(s) in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that(a) Parent shall cause to be maintained, so long as Indemnitee shall continue to serve as for a director or officer period of not less than six years from the Company and thereafter so long as Indemnitee shall be subject to any possible ProceedingEffective Time, the Company, subject to Section 3.3, shall maintain directors' and officers' insurance in full force and effect. 3.2 In all policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' liability insurance policy, policy to the extent that it provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") for all present and former directors and officers of the Board's determinationCompany or any subsidiary thereof, or so long as the possibility annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (150% of such premium, the "Maximum Premium"); provided that Parent may, in lieu of maintaining such existing D&O Insurance as provided above, cause coverage that in all material respects is no less favorable than the current D&O Insurance to be provided under any policy maintained for the benefit of the directors and officers of Parent or a determinationseparate policy provided by the same insurer. If the existing D&O Insurance expires, to discontinue maintenance is terminated or canceled by the insurer or if the annual premium would exceed the Maximum Premium during such period, Parent shall obtain, in lieu of such D&O Insurance, such comparable directors' and officers' liability insurance as can be obtained for the remainder of such period for an annualized premium not in accordance excess of the Maximum Premium and on terms and conditions that in all material respects are no less favorable than the current D&O Insurance. (b) The provisions of this Section are in addition to the rights that an Indemnified Party may have under the certificate of incorporation, bylaws or agreements of or with the exception set forth in Company or any of its Subsidiaries or under applicable law. The provisions of this Section 3.3shall survive the Merger and are intended to be for the benefit of, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availabilitybe enforceable by, costs and benefits of continued insurance coverage. Failure each of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' Indemnified Parties, their heirs and officers' insurance set forth in this Section 3.3their representatives.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as a director or officer of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 3.3, shall maintain directors' ’ and officers' ’ insurance in full force and effect. 3.2 In all policies of directors' ’ and officers' ’ insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's ’s directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' ’ and officers' ’ insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director or officer of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' ’ and officers' ’ insurance policy, of the Board's ’s determination, or the possibility of such a determination, to discontinue maintenance of directors' ’ and officers' ’ insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' ’ and officers' ’ insurance set forth in this Section 3.3 inapplicable. In the event the Company properly relies on the exception to the obligation to continue to maintain directors’ and officers’ insurance set forth in this Section 3.3, the Company shall purchase, prior to the deadline therefor, the maximum “option extension period,” “discovery period” or similar benefit available under the last directors’ and officers’ insurance policy in effect, providing to Indemnitee continuing coverage following policy expiration for a premium which is fixed by the terms of such last policy in effect; or, if such coverage may be purchased only by Indemnitee, the Company shall pay directly for, or reimburse Indemnitee for the cost of, Indemnitee’s purchase of such coverage and will so notify the Indemnitee. 3.4 If, at the time of the receipt by the Company of a notice of a “Claim” as that term or any similar term is defined under any policy of directors’ and officers’ liability insurance maintained by the Company, the Company shall give prompt notice of the commencement of such Claim to the insurer(s) in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.

Directors and Officers Insurance. 3.1 The Company hereby covenants For a period of six years following the Acceptance Time, MetLife shall provide coverage under a policy of officers’ and agrees that, so long as Indemnitee shall continue to serve as a director or officer directors’ liability insurance for the benefit of the Company RGA Indemnified Parties, and thereafter so long all other individual insureds of RGA and its Subsidiaries, who are covered by the current liability insurance policy provided by MetLife on the date hereof covering the current and former officers and directors of RGA and its Subsidiaries (the “Covered Persons”), with respect to claims against such Covered Persons arising from facts or events occurring on or prior to the Acceptance Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“D&O Insurance”), which insurance shall contain terms and conditions (including as Indemnitee shall be subject to type of coverage, amount of coverage, and the amount of deductibility borne by RGA and any possible Proceeding, Covered Person) no less advantageous to the Company, subject to Section 3.3, shall maintain Covered Persons as the directors' ’ and officers' ’ liability insurance coverage provided by MetLife to the officers and directors of MetLife (as such policy may be in full force effect from time to time); provided that MetLife shall promptly notify RGA in the event the terms and effect. 3.2 In all policies of directors' and officers' insurance, Indemnitee conditions become materially less favorable than those contained in the current policy. Nothing in this Agreement shall be named as an insured in such a manner as require MetLife to provide Indemnitee the same rights and benefits, subject D&O Insurance to the same limitations, as Covered Persons on terms or conditions that are accorded more advantageous to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' Covered Persons than the terms and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage conditions provided to the insureds (officers and directors of MetLife, as such terms and conditions may be in effect from time to time. Each of the parties agrees to reasonably cooperate with each other than the Company)with respect to complying with this Section 7.17 and to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable with respect to any claims by any Covered Persons that are or may be covered by the coverage provided D&O Insurance, including MetLife instructing its insurance broker upon request by such insurance is limited by exclusions so as RGA to provide an insufficient benefit information to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide RGA concerning the availability, costs and benefits remaining limits of continued insurance coverage. Failure of liability under the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3D&O Insurance.

Directors and Officers Insurance. 3.1 (a) The Company hereby covenants Certificate of Incorporation and agrees that, so long as Indemnitee shall continue to serve as a director or officer the By-Laws of the Company Surviving Corporation shall contain the provisions with respect to indemnification and thereafter so long as Indemnitee exculpation from liability set forth in the Company's Certificate of Incorporation and By-Laws on the date of this Agreement, which provisions shall not be subject amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to any possible Proceedingthe Effective Time were directors, officers, employees or agents of the Company, subject to Section 3.3unless such modification is required by law. (b) For a period of six years from the Effective Time, the Surviving Corporation shall either (x) maintain in effect the Company's current directors' and officers' liability insurance in full force and effect. 3.2 In all policies covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' insurance, Indemnitee shall be named as an insured in such liability insurance policy (a manner as copy of which has been heretofore delivered to provide Indemnitee Parent) (the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company"INDEMNIFIED PARTIES"); provided, however, that if Indemnitee is not then serving as a director in no event shall Parent be required to expend in any one year an amount in excess of 225% of the Company, then annual premiums currently paid by the Company must provide notice for such insurance; provided further that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to Indemnitee, obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that the Surviving Corporation may substitute for the Company policy policies with at least the same coverage containing terms and conditions which are no less than thirty (30) days advantageous and provided that said substitution does not result in any gaps or lapses in coverage with respect to matters occurring prior to the effective date of cancellationEffective Time or (y) if such insurance coverage is not otherwise available, expiration or non-renewal of the then-current cause Parent's directors' and officers' liability insurance policy, then in effect to cover those Persons who are covered on the date of this Agreement by the BoardCompany's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' liability insurance in accordance policy with respect to those matters covered by the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain Company's directors' and officers' insurance set forth liability policy. (c) The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries occurring prior to the Effective Time, including, without limitation, the transactions contemplated by this Agreement. Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including, without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 7.10(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 3.37.10 or any action involving an Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of this Section 7.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party) and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, (ii) such Indemnified Party will cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as For a director or officer period of three (3) years after the Company and thereafter so long as Indemnitee shall be subject to any possible ProceedingEffective Time, the Company, subject Surviving Corporation shall cause to Section 3.3, shall maintain directors' and officers' insurance be maintained in full force and effect. 3.2 In all effect policies of directors' and officers' insuranceliability insurance for Stitch providing coverage equal in coverage and amount to that maintained by Stitch at the Effective Time with respect to matters involving Stitch arising on or before the Effective Time. In lieu thereof, Indemnitee the Surviving Corporation or USTT may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous, and which coverages and amounts shall be named no less than the coverages and amounts provided at that time for USTT's directors and officers, so long as an insured such substitution does not result in such a manner as to provide Indemnitee the same rights and benefits, subject lapses of coverage. The cost to the same limitationsSurviving Corporation or USTT, as are accorded the case may be, of such insurance shall not exceed $10,000 per annum, provided, that any amount in excess of such amount shall be paid for by the Stitch directors and officers. Following the three year period referred to above, the Company's directors Surviving Corporation or officers most favorably insured by such policy. 3.3 The Company USTT, as the case may be, shall maintain directors' such policy in effect for up to an additional three years if all of the costs thereof are paid for by the Stitch directors and officers' . The insurance unless the Board determines in good faith that policy shall provide that, if such insurance is to be canceled or materially changed for any reason whatsoever, such insurer will promptly notify the Stockholders and such cancellation or change shall not reasonably available, the premium costs for such insurance are disproportionate be effective as to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than Stockholders for at least thirty (30) days prior after receipt by the Stockholders of such notice (at their respective addresses, as provided to the effective date of cancellationinsurer), expiration or non-renewal of unless the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility effect of such a determination, change is to discontinue maintenance of directors' and officers' insurance in accordance with extend or increase coverage under the exception set forth in this Section 3.3, policy; and the Company shall Stockholders will have the right (but not the obligation) at their election to remedy any default in good faith request that the Board reconsider any payment of premiums within thirty (30) days of notice from the insurer of such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3default.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that(a) For a period of six years from the Closing Date, so long as Indemnitee the Purchaser shall continue to serve as a director or officer cause the directors of the Company Corporation elected by the Purchaser to the Board of Directors of the Corporation not to vote to, and thereafter so long as Indemnitee shall be subject otherwise use its reasonable best efforts to cause the Corporation not to, amend, repeal or otherwise modify the provisions with respect to indemnification and exculpation from liability set forth in the Corporation's Certificate of Incorporation and By-Laws on the date of this Agreement in any possible Proceedingmanner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors, officers, employees or agents of the Corporation, unless such modification is required by law. (b) For a period of three years from the Closing Date, the CompanyPurchaser (i) shall cause the directors of the Corporation elected by the Purchaser to the Board of Directors of the Corporation to vote to, subject and shall otherwise use its reasonable best efforts to Section 3.3cause the Corporation to, shall maintain in effect the Corporation's current directors' and officers' liability insurance in full force and effect. 3.2 In all policies covering those persons who are currently covered on the date of this Agreement by the Corporation's directors' and officers' insurance, Indemnitee shall be named as an insured in such liability insurance policy (a manner as to provide Indemnitee the same rights and benefits, subject copy of which has been heretofore delivered to the same limitations, as are accorded to Purchaser) (the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company"Indemnified Parties"); provided, however, that if Indemnitee is not then serving as a director in no event shall the Corporation be required to expend in any one year an amount in excess of 150% of the Companyannual premiums currently paid by the Corporation for such insurance which the Seller represents to be $200,160 for the most recent twelve month period; provided further, then that if the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility annual premiums of such insurance coverage exceed such amount, the Corporation shall be obligated to obtain a determination, to discontinue maintenance of directors' and officers' insurance in accordance policy with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3greatest coverage available for a cost not exceeding such

Directors and Officers Insurance. 3.1 (a) The Company hereby covenants ---------------------------------- certificate of incorporation and agrees thatthe by-laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's Certificate of Incorporation and By-Laws on the date of this Agreement, so long as Indemnitee which provisions shall continue not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to serve as a director the Effective Time were directors, officers, employees or officer agents of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding(the "Indemnified Parties"), unless such modification is required by ------------------- law. (b) For a period of six years from the Effective Time, the Company, subject to Section 3.3, Surviving Corporation shall either (x) maintain directors' and officers' insurance in full force and effect. 3.2 In all policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to effect the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' liability insurance policycovering the Indemnified Parties; provided, -------- however, that in no event shall Parent be required to expend in any one year an ------- amount in excess of 125% of the Board's determinationannual premiums currently paid by the Company for such insurance which the Company represents to be $694,000 for the twelve month period ending on December 31, or 1999; provided further that if the possibility annual -------- ------- premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a determination, policy with the greatest coverage available for a cost not exceeding such amount; provided further that the -------- ------- Surviving Corporation may substitute for such Company policies policies providing at least the same coverage and containing terms and conditions which are no less advantageous provided that said substitution does not result in any gaps or lapses in coverage with respect to discontinue maintenance of matters occurring prior to the Effective Time or (y) cause the Parent's directors' and officers' liability insurance then in accordance effect to cover the Indemnified Parties with respect to those matters covered by the Company's directors' and officers' liability policy. (c) The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries occurring prior to the Effective Time including, without limitation, the transactions contemplated by this Agreement. Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 6.11(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 6.11 or any action involving an Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of this Section 6.11, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party), and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the exception defense thereof, (ii) such Indemnified Party will cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided, that the Surviving Corporation shall not -------- ---- have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (e) In the event Parent or Sub or the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.11, proper provision shall be made so that the successors and assigns of Parent, Sub or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.36.11.

Directors and Officers Insurance. 3.1 The Company hereby covenants Parent shall cause the Surviving Corporation to and agrees thatthe Surviving Corporation shall (i) include and maintain in effect in its certificate of incorporation and by-laws, so long as Indemnitee shall continue the same provisions regarding elimination of liability of directors and indemnification of and advancement of expenses to serve as a director or officer officers, directors, employees and other persons contained in the certificate of incorporation and by-laws of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding(ii) maintain for a period of at least six years, the Company, subject to Section 3.3, shall maintain directors' and officers' insurance in full force and effect. 3.2 In all current policies of directors' and officers' insuranceliability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, Indemnitee in the aggregate, no less advantageous in any material respect to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; including in respect of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 225% of the annual premiums currently paid by the Company for such insurance (such 225% amount, the "MAXIMUM PREMIUM"); PROVIDED, FURTHER, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be named as an insured in such obligated to obtain a manner as policy with the greatest coverage available for a cost not exceeding the Maximum Premium. The provisions of the immediately preceding sentence shall be deemed to provide Indemnitee have been satisfied if prepaid policies have been obtained by the same rights and benefits, subject Company prior to the same limitationsClosing for purposes of this SECTION 5.7, as are accorded which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement; PROVIDED that the maximum amount of the premium to be paid for such policies shall not exceed $2,225,000. If such prepaid policies have been obtained by the Company prior to the Closing, Parent shall and shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the Company's directors obligations thereunder. If the Surviving Corporation or officers most favorably insured by any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity of such policy. 3.3 The Company shall maintain directors' consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and officers' insurance unless the Board determines assets to any Person, then, and in good faith that each such insurance is not reasonably availablecase, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to extent necessary, proper provision shall be made so that the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director successors and assigns of the Company, then Surviving Corporation assume the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception obligations set forth in this Section 3.3SECTION 5.7. Parent agrees to cause the Surviving Corporation to comply with its obligations under this SECTION 5.7, including by providing any funds to the Surviving Corporation necessary to enable the Surviving Corporation to fulfill its obligations hereunder. The Company represents and the Company shall in good faith request warrants that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker Maximum Premium is able equal to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3approximately $731,250.

Directors and Officers Insurance. 3.1 6.7.1 The Company hereby covenants Offeror shall cause to be maintained in effect for eleven years from the Closing Date (the "Insurance Continuation Date") liability insurance with respect to acts or omissions occurring at or prior to the Insurance Continuation Date covering each of the individuals who, at or prior to the Insurance Continuation Date, were directors or officers of Serono or any of its Subsidiaries and agrees that, so long as Indemnitee shall continue to serve each Person who serves or served as a director director, officer, member, trustee or officer fiduciary of any trust, pension or other employee benefit plan or enterprise or partnership or joint venture of the Company or any of its Subsidiaries (each, together with such Person's heirs, executives, administrators and thereafter so long as Indemnitee shall be subject to any possible ProceedingRepresentatives, the Company"Insured Parties"), subject on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors' and officers' liability insurance policies maintained by Serono in effect as of the date hereof; provided, however, that in no event shall the Offeror be required to expend pursuant to this Section 3.36.7.1 for any annual premium more than 300% of the current annual premium paid by Serono for its directors' and officers' liability insurance policies in effect as of the date hereof; provided further, however, that, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds such maximum amount, the Offeror shall maintain or procure, for such eleven-year period, directors' and officers' insurance providing the greatest coverage then available for an annual premium equal to that maximum amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Insurance Continuation Date from an insurer or insurers which have an insurer financial strength rating by A.M. Best Co. of at least "A", which policies provide the Insured Parties with coverage, from the Insurance Continuation Date to the eleventh anniversary of the Insurance Continuation Date, with respect to claims arising from facts or events that occurred at or before the Insurance Continuation Date, including, without limitation, in respect of the -45- transactions contemplated by this Agreement, on terms with respect to coverage, amount and advancement of expenses no less favorable than the directors' and officers' liability insurance policies maintained by the Company in effect as of the date hereof. If such prepaid policies have been obtained prior to the Insurance Continuation Date, the Offeror shall cause such policies to be maintained in full force and effect, and continue to honor the obligations thereunder. 3.2 In all policies of directors' 6.7.2 The Parent and officers' insurance, Indemnitee Offeror shall be named as an insured jointly and severally liable to pay all reasonable expenses, including reasonable attorney's fees, that may be incurred by any Insured Party in enforcing the obligations provided for in this Section 6.7. The obligations of the Parent and the Offeror under this Section 6.7 shall not be terminated or modified in such a manner as to provide Indemnitee adversely affect any Insured Party without the same rights consent of such Insured Party and benefitsshall survive the Closing indefinitely, subject it being expressly agreed that the Insured Parties to whom this Section 6.7 applies shall be intended third party beneficiaries of this Section 6.7 within the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope meaning of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director Article 112 para. 2 of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date Swiss Code of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3Obligations.

Directors and Officers Insurance. 3.1 The Company hereby covenants (a) From and agrees thatafter the Closing, so long as Indemnitee the Insight Companies shall continue to serve as a director satisfy the rights of exculpation, indemnification and advancement of expenses to which the present and former partners, members, stockholders, directors, representatives, officers, employees and agents of the Insight Companies (each, an “Indemnified Person”) are entitled with respect to any act or officer omission occurring prior to the Closing under each such Insight Company’s Charter Documents or by contract or agreement listed on Section 4.10 of the Company Disclosure Letter, in accordance with the terms and thereafter so long conditions of any such exculpation and indemnification provisions as Indemnitee shall be subject to any possible Proceedingin effect on the date of this Agreement. Until the sixth (6th) anniversary of the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation and the Charter Documents of the Company Subsidiaries shall, with respect to matters occurring prior to the Effective Time, contain provisions no less favorable in the aggregate with respect to exculpation, indemnification and advancement of expenses of the Indemnified Persons than are set forth in the Company’s or Company Subsidiaries’ Charter Documents in effect as of the date of this Agreement, subject and such provisions shall not be amended, repealed or otherwise modified prior to Section 3.3the sixth (6th) anniversary of the Effective Time in any manner that would materially adversely affect the rights thereunder, as of the Effective Time, of any Indemnified Person, with respect to matters occurring prior to the Effective Time. Buyer and the Company further agree that all rights to indemnification or advancement of expenses now existing in favor of Indemnified Persons in any indemnification agreement between such Person and the Company or any Company Subsidiary, as the case may be, or under Law, shall maintain directors' survive the Merger and officers' insurance continue in full force and effect. 3.2 In all policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance effect in accordance with the exception set forth terms of such agreement or Law, or, if earlier, the sixth (6th) anniversary of the Effective Time, in each case, solely to the extent such indemnification agreements or resolutions are provided to Buyer prior to the date hereof. (b) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets of the Business to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation (or their respective successors or assigns) jointly and severally assume the obligations of the Surviving Corporation (or their respective successors or assigns) as contemplated by this Section 4.10. The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 3.34.10. The provisions of this Section 4.10 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Persons. Notwithstanding anything to the contrary herein, it is agreed that the rights of an Indemnified Person under this Section 4.10 shall be in addition to, and not a limitation of any other rights such Indemnified Person may have under the Company shall in good faith request that Insight Companies’ Charter Documents or the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs DGCL and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth nothing in this Section 3.34.10 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Indemnified Persons under the Insight Companies’ Charter Documents or the DGCL with respect to matters occurring prior to the Effective Time. (c) On or prior to the Closing, the Company may, at its discretion, obtain and maintain directors and officers liability insurance policies for the Indemnified Persons with respect to matters occurring prior to the Effective Time, and all policy premia and other costs and expenses in connection therewith (“D&O Tail Costs”) shall be borne by the Company or the Company Stockholders.

Directors and Officers Insurance. 3.1 The Company hereby covenants and agrees that, (a) For so long as Indemnitee any Series A Director serves on the Company’s board of directors and for a period of six years after the date on which the Series A Directors cease to serve on the Company’s board of directors, the Company shall not amend, repeal or otherwise modify any provision in the Company’s certificate of incorporation or bylaws (or equivalent or related governing documents) relating to the exculpation or indemnification of any officers and/or directors in any manner that would adversely affect, limit or restrict the rights of such directors and/or officers thereunder, it being the intent of the parties that the Series A Directors and the Independent Director shall continue to serve as a director or officer be entitled to such exculpation and indemnification to the full extent of the Company and thereafter law. For so long as Indemnitee shall be subject to any possible ProceedingSeries A Director serves on the Company’s board of directors, the CompanyCompany shall continue in effect, subject and take all other reasonable action necessary to Section 3.3maintain and provide, shall maintain directors' “directors and officers' ” insurance with coverage levels at least as great as those in effect immediately prior to the Closing and covering the Series A Directors and the Independent Director; provided, that Company may adjust and/or reduce such coverage levels from time to time with the prior approval of a majority of the Series A Directors. On the date on which no Series A Director serves on the Company’s board of directors, the Company shall obtain and fully pay for a “run off” insurance policy or policies in an aggregate amount equal to $25,000,000, providing “Side A directors and officers” insurance coverage, inclusive of a difference-in-conditions (DIC) component, above and beyond the Company’s “directors and officers” insurance in full force place on such date for the Series A Directors and effect. 3.2 In all policies the Independent Director with a claims period of directors' and officers' insurance, Indemnitee shall be named as an insured in at least six years from such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy. 3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company)date; provided, however, that the Company shall not be required to pay a premium for such “run-off” insurance policy in excess of $300,000 (the “Premium Cap”) (it being understood and agreed that in the event such “run-off” insurance policy cannot be obtained for such amount or less, in the aggregate, (a) the Investor, in its sole discretion, may require the Company to purchase such policy, in which case the Investor shall be responsible for the amount by which the premium for such policy exceeds the Premium Cap or (b) if Indemnitee the Investor does not so elect, the Company shall remain obligated to provide the greatest insurance coverage as may be obtained for the Premium Cap); and, provided further, that the Company’s obligation to obtain such “run off” insurance policy shall be deemed to be discharged if the Company’s board of directors is not then serving as replaced upon the closing of a director of change in control transaction involving the Company, then and “run off” insurance coverage is obtained in connection with such transaction for the benefit of the Series A Directors and the Independent Director, unless the Company’s “directors and officers” insurance coverage is impaired prior to such change of control and subsequent purchase of “run off” insurance coverage, in which case the Company must provide notice to Indemniteeshall obtain and fully pay, no less than thirty (30) days prior up to the effective date of cancellation, expiration or non-renewal amount of the then-current directors' Premium Cap, for a “run off” insurance policy or policies in an aggregate amount equal to such impairment, up to $25,000,000, providing “Side A directors and officers' ” insurance policycoverage, inclusive of a difference-in-conditions (DIC) component, above and beyond the Company’s “directors and officers” insurance in place on such date for the Series A Directors and the Independent Director with a claims period of at least six years from such date. Such “run off” insurance policies shall not be obtained from the insurer then providing the Company’s general “directors and officers” insurance and shall be obtained from an insurer rated A- or higher by Xxxxx’x, Standard & Poor’s, Fitch or a comparable rating agency. Prior to obtaining such insurance policies, the Company shall provide the Investor with opportunity to comment on the policies the Company intends to obtain, and the Company shall consider implementing the Investor’s comments in good faith. (b) Following the Closing, if any additional individuals serve as Series A Directors or as the Independent Director, the Company shall enter into indemnification agreements with such individuals substantially in the form of the Board's determination, or indemnification agreements in place at the possibility of such a determination, to discontinue maintenance of directors' time with the Company’s other directors and officers' insurance . (c) The provisions of this Section 3.2 are intended to be for the benefit of, and shall be enforceable by, any individual who serves as a Series A Director or as the Independent Director. In the event that the Company or any of its respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers 50% or more of its properties or assets to any Person, then and in accordance with each case, proper provision shall be made so the exception applicable successors and assigns or transferees assume the obligations set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.33.2.

Directors and Officers Insurance. 3.1 The Company hereby covenants Purchasers shall use their best efforts to cause NetLive to cause Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxx and agrees that, so long as Indemnitee shall continue Xxxx Xxxxxxxx (the "Former Directors and Officers") to serve as be covered for a director or officer period of four (4) years from the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, Closing Date by the Company, subject to Section 3.3, shall maintain directors' and officers' liability insurance ("D&O Insurance") policy maintained by NetLive with respect to acts or omissions occurring at or prior to the Closing which were committed by persons in full force their capacity as officers and effect. 3.2 In all or directors; provided that (i) NetLive may substitute therefor policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee at least the same rights coverage and benefits, subject to the same limitations, as amounts containing terms and conditions which are accorded to the Company's directors or officers most favorably insured by not less advantageous than such policy. 3.3 The Company ; (ii) in no event shall maintain directors' and officers' insurance unless NetLive be required to expend more than 200% of the Board determines in good faith that such insurance is not reasonably available, the premium costs current amount expended by NetLive for such insurance are disproportionate (which shall not diminish NetLive's obligation to expend up to such amount if required in order to maintain such D&O Insurance on such terms and in such amounts), and (iii) in no event shall NetLive be required to continue such coverage in the event NetLive no longer covers its directors and officers with such D&O Insurance for any reason, including, without limitation, the dissolution of NetLive. In the event that, in order to maintain D&O Insurance for the Former Directors and Officers and for NetLive's then current directors and officers, NetLive is required to either (a) expend more than 200% of the current amount expended by NetLive for such insurance or (b) maintain D&O Insurance coverage on less favorable terms, to the amount and/or scope of extent NetLive shall choose to maintain D&O Insurance coverage provided to on less favorable terms, the insureds (other Former Directors and Officers shall be covered by D&O Insurance on no less favorable terms than the Company)then current directors and officers. The provisions of this Section 9.04, or which shall survive the coverage provided by such insurance is limited by exclusions so as Closing hereunder, are intended to provide an insufficient be for the benefit to the insureds (other than the Company); providedof, howeverand shall be enforceable by, that if Indemnitee is not then serving as a director each of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' Former Directors and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' Officers and officers' insurance in accordance with the exception set forth in this Section 3.3, their respective heirs and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3representatives.

Directors and Officers Insurance. 3.1 The Company hereby covenants Purchasers shall use their best efforts to cause NetLive to cause Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxx and agrees that, so long as Indemnitee shall continue Xxxx Xxxxxxxx (the "Former Directors and Officers") to serve as be covered for a director or officer period of four (4) years from the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, Closing Date by the Company, subject to Section 3.3, shall maintain directors' and officers' liability insurance ("D&O Insurance") policy maintained by NetLive with respect to acts or omissions occurring at or prior to the Closing which were committed by persons in full force their capacity as officers and effect. 3.2 In all or directors; provided that (i) NetLive may substitute therefor policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee at least the same rights coverage and benefits, subject to the same limitations, as amounts containing terms and conditions which are accorded to the Company's directors or officers most favorably insured by not less advantageous than such policy. 3.3 The Company ; (ii) in no event shall maintain directors' and officers' insurance unless NetLive be required to expend more than 200% of the Board determines in good faith that such insurance is not reasonably available, the premium costs current amount expended by NetLive for such insurance are disproportionate (which shall not diminish NetLive's obligation to expend up to such amount if required in order to maintain such D&O Insurance on such terms and in such amounts), and (iii) in no event shall NetLive be required to continue such coverage in the event NetLive no longer covers its directors and officers with such D&O Insurance for any reason, including, without limitation, the dissolution of NetLive. In the event that, in order to maintain D&O Insurance for the Former Directors and Officers and for NetLive's then current directors and officers, NetLive is required to either (a) expend more than 200% of the current amount expended by NetLive for such insurance or (b) maintain D&O Insurance coverage on less favorable terms, to the amount and/or scope of extent NetLive shall choose to maintain D&O Insurance coverage provided to on less favorable terms, the insureds (other Former Directors and Officers shall be covered by D&O Insurance on no less favorable terms than the Company)then current directors and officers. The provisions of this Section 8.04, or which shall survive the coverage provided by such insurance is limited by exclusions so as Closing hereunder, are intended to provide an insufficient be for the benefit to the insureds (other than the Company); providedof, howeverand shall be enforceable by, that if Indemnitee is not then serving as a director each of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' Former Directors and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' Officers and officers' insurance in accordance with the exception set forth in this Section 3.3, their respective heirs and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3representatives.