Common use of Directors Indemnification; Insurance Clause in Contracts

Directors Indemnification; Insurance. (a) To the extent commercially available, the Company shall at all times maintain directors’ and officers’ liability insurance comparable in terms and coverage to that maintained on the date hereof, and the Shareholder Designee shall be covered under such insurance. (b) The Certificate of Incorporation, By-laws and other organizational documents of the Company shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board of Directors of the Company, and to any Non-Voting Observer as though he or she were a director of the Company. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board of Directors or Non-Voting Observer of the Company until at least six years following the date that the Shareholder Designee is no longer a member of the Board of Directors of the Company. (c) The Shareholder Designee and any Non-Voting Observer are intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 1.6, and the obligations of the Company pursuant to this Section 1.6 shall be enforceable by the Shareholder Designee and the Non-voting Observer.

Directors Indemnification; Insurance. (a) To the extent commercially available, the Company shall at all times maintain directors’ ' and officers’ ' liability insurance comparable in terms and coverage to that maintained on the date hereof, and the Shareholder Investor Designee shall be covered under such insurance. (b) The Certificate of Incorporation, By-laws and other organizational documents of the Company shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board of Directors of the Company, and to any Non-Voting Observer as though he or she were a director of the Company. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board of Directors or Non-Voting Observer of the Company until at least six years following the date that the Shareholder Investor Designee is no longer a member of the Board of Directors of the Company. (c) The Shareholder Investor Designee and any Non-Voting Observer are is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 1.66.7, and the obligations of the Company pursuant to this Section 1.6 6.7 shall be enforceable by the Shareholder Investor Designee and the Non-voting Observer.

Directors Indemnification; Insurance. (a) To the extent commercially available, the Company shall at all times maintain directors’ ' and officers’ ' liability insurance comparable in terms and coverage to that maintained on the date hereof, and the Shareholder Purchaser Designee shall be covered under such insurance. (b) The Certificate of Incorporation, By-laws and other organizational documents of the Company shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board of Directors of the Company, and to any Non-Voting Observer as though he or she were a director of the Company. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board of Directors or Non-Voting Observer of the Company until at least six years following the date that the Shareholder Purchaser Designee is no longer a member of the Board of Directors of the Company. (c) The Shareholder Purchase Designee and any Non-Voting Observer are is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 1.67.18, and the obligations of the Company pursuant to this Section 1.6 7.18 shall be enforceable by the Shareholder Designee and the Non-voting ObserverPurchaser Designee.