Common use of Directors’ Liability and Indemnification Clause in Contracts

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation, as in effect from time to time (the “Company Charter”), and the Company’s Bylaws, as in effect from time to time, shall provide (a) for elimination of the liability of directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company and its subsidiaries to the maximum extent permitted by law. In addition, the Company shall enter into and maintain usual and customary indemnification agreements with each of its directors to indemnify such directors to the maximum extent permissible under applicable law. The Company shall maintain in effect a usual and customary directors and officers insurance policy with coverage limits in amounts to be determined from time to time by the Board of Directors.

Directors’ Liability and Indemnification. The Company’s Restated Certificate of Incorporation, as in effect from time to time (the “Company Charter”), and the Company’s Bylaws, as in effect amended from time to time, and Bylaws shall provide (a) for elimination of the liability of directors director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company and its subsidiaries to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain usual and customary indemnification agreements with each the Preferred Directors (as that term is defined in the Company's Restated Certificate of its directors Incorporation) to indemnify such directors director to the maximum extent permissible under applicable law. The Company shall maintain in effect a usual and customary directors and officers insurance policy with coverage limits in amounts to be determined from time to time by the Board of Directors.