Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any agreement of the Company in effect on the Agreement Date and set forth on Schedule 5.7(a), copies of which have been made available to Parent, providing for the indemnification of its officers, directors or employees (the current and former officers, directors and employees of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the memorandum and articles of association of the Surviving Company to contain provisions no less favorable with respect to exculpation from liability set forth in the Company Certificate immediately prior to the execution and delivery of this Agreement, and, until the sixth (6th) anniversary of the Effective Time, Parent shall not permit any of such provisions to be amended, repealed or otherwise modified after the Effective Time in any manner that could adversely affect the rights thereunder of any D&O Indemnified Party, except to the extent required by applicable Law. (b) Without limiting the effect of Section 5.7(a), during the period commencing on the Closing Date and ending on the sixth (6th) anniversary of the Effective Time, Parent shall indemnify and hold harmless each D&O Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, demands, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to any action or omission or alleged action or omission on the part of a director, officer or employee of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Agreement Date but in any event prior to the Effective Time) that the Acquired Companies would have been permitted under applicable Law and their respective articles of association, certificate of incorporation or similar organizational documents in effect on the Agreement Date and set forth on Schedule 5.7(b), copies of which have been made available to Parent, to indemnify such D&O Indemnified Party. (c) Prior to the Closing, the Company shall purchase a six year prepaid “tail policy” for directors’ and officers’ liability insurance, for the benefit of the D&O Indemnified Parties, which policy shall provide for the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the Agreement Date (the “D&O Policy”). The cost of such policy shall be paid 50% by the Company (which shall be included in the Transaction Expenses) and 50% by Parent (“the “Parent D&O Amount”); provided, that in no event shall the Parent D&O Amount exceed $31,826.50. Parent shall use commercially reasonable efforts to cause the Company to maintain the D&O Policy in full force and effect for the full term of such policy. For the avoidance of doubt, “commercially reasonable efforts” for purposes of the immediately preceding sentence shall in no event include the payment by Parent or its Affiliates of any additional premium or other amounts. (d) Parent and the Surviving Company jointly and severally agree to pay all reasonable expenses, including attorneys’ fees, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.7. (e) If Parent or the Surviving Company or any of the successors or assigns of Parent or the Surviving Company: (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) shall transfer all or substantially all of its assets to any other Person, then proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company (as the case may be) shall assume all of the obligations set forth in this Section 5.7(e). (f) This Section 5.7(f): (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each D&O Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company.

D&O Indemnification. (a) From and after the Effective Time, Parent the Company shall cause indemnify, defend and hold harmless, and shall advance expenses as incurred, to the Surviving Company to fulfill and honor fullest extent permitted under (i) applicable Law, (ii) the Company’s organizational documents in all respects the obligations effect as of the Company pursuant to date of this Agreement and (iii) any agreement Contract of the a Group Company in effect on the Agreement Date and set forth on Schedule 5.7(a), copies of which have been made available to Parent, providing for the indemnification of its officers, directors or employees (the current and former officers, directors and employees as of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the memorandum and articles of association of the Surviving Company to contain provisions no less favorable with respect to exculpation from liability set forth in the Company Certificate immediately prior to the execution and delivery date of this Agreement, each present and former director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity) (each, an “Indemnitee” and, until collectively, the sixth (6th“Indemnitees”) anniversary of the Effective Time, Parent shall not permit any of such provisions to be amended, repealed or otherwise modified after the Effective Time in any manner that could adversely affect the rights thereunder of any D&O Indemnified Party, except to the extent required by applicable Law. (b) Without limiting the effect of Section 5.7(a), during the period commencing on the Closing Date and ending on the sixth (6th) anniversary of the Effective Time, Parent shall indemnify and hold harmless each D&O Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, demands, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding Proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises arising out of or pertains pertaining to any action matters existing or omission occurring at or alleged action prior to the Closing, including in connection with this Agreement or omission on the part Contemplated Transactions. (b) The Company agrees that all rights to exculpation, indemnification or advancement of expenses arising from, relating to, or otherwise in respect of, acts or omissions occurring prior to the Closing (including in connection with this Agreement or the Contemplated Transactions) now existing in favor of an Indemnitee as provided in its certificate of incorporation, bylaws or other organizational documents shall survive the the Closing and shall continue in full force and effect in accordance with their terms. For a directorperiod of no less than six (6) years from the Closing Date, officer or employee the Company shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the organizational documents of the Company (regardless or any of whether its Subsidiaries in effect as of the date of this Agreement, and shall not amend, repeal or otherwise modify any such action or omission, or alleged action or omission, occurred prior to, on or after the Agreement Date but provisions in any event prior manner that would adversely affect the rights thereunder of any individuals who immediately before the Closing were current or former directors or officers of the Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the Effective Time) that the Acquired Companies would have been permitted under applicable Law and their respective articles final disposition of association, certificate of incorporation or similar organizational documents in effect on the Agreement Date and set forth on Schedule 5.7(b), copies of which have been made available to Parent, to indemnify such D&O Indemnified PartyProceeding. (c) Prior to For six (6) years from and after the ClosingEffective Time, the Company shall purchase a six year prepaid “tail policy” for directors’ and officers’ liability insurance, maintain for the benefit of the Indemnitees, a D&O Indemnified Parties, which policy shall provide for the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of that provides coverage for events occurring prior to the Agreement Closing Date (the “D&O PolicyInsurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policy of the Company, or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Company shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid by the Company prior to the date of this Agreement (it being understood and agreed that, in the event that the requisite coverage is not available for an annual premium less than or equal to 300% of such last annual premium, the Company shall nevertheless be obligated to provide such coverage as may be obtained for 300% of such last annual premium). The cost of such policy shall be paid 50% by the Company (which shall be included in the Transaction Expenses) and 50% by Parent (“the “Parent D&O Amount”); provided, that in no event shall the Parent D&O Amount exceed $31,826.50. Parent shall use commercially reasonable efforts to cause the Company to maintain the D&O Policy in full force and effect for the full term of such policy. For the avoidance of doubt, “commercially reasonable efforts” for purposes provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” policies have been obtained prior to the Closing, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Closing, including in no event include respect of the payment by Parent or its Affiliates of any additional premium or other amountsContemplated Transactions. (d) Parent and In the Surviving Company jointly and severally agree to pay all reasonable expenses, including attorneys’ fees, event that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.7. (e) If Parent or the Surviving Company or any of the its successors or assigns of Parent or the Surviving Company: (i) shall consolidate consolidates with or merge merges into any other Person person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any other Personperson, then then, and in each case, the Company shall cause proper provisions shall provision to be made so that the successors and assigns of Parent such successor or the Surviving Company (as the case may be) assign shall expressly assume all of the obligations set forth in this Section 5.7(e6.16. (e) The provisions of this Section 6.16 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the Company’s or any of its Subsidiaries’ organizational documents in effect as of the date of this Agreement or in any Contract of the Company or any of its Subsidiaries in effect as of the date of this Agreement. The obligations of the Company under this Section 6.16 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 6.16 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 6.16 applies shall be third party beneficiaries of this Section 6.16). (f) This Section 5.7(f): (i) shall survive the consummation of the Merger and the Effective Time; (ii) Nothing in this Agreement is intended for the benefit ofto, and will be enforceable by, each D&O Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors construed to or shall release, waive or impair any rights to directors’ and assigns officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of Parent its Subsidiaries for any of their respective directors or officers, it being understood and agreed that the Surviving Companyindemnification provided for in this Section 6.16 is not prior to or in substitution for any such claims under such policies.

D&O Indemnification. (a) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations with respect to all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, employees or agents of the Company pursuant to or any agreement of its Subsidiaries (the “D&O Indemnified Individuals”) as provided in the Organizational Documents of the Company or any Subsidiary of the Company (in each case, as in effect on the Agreement Date and set forth on Schedule 5.7(a), copies of which have been made available to Parent, providing for the indemnification of its officers, directors date hereof or employees (the current and former officers, directors and employees of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”in any Contract). For a period of not less than six (6) years after the Effective Time, the Surviving Company shall (and Parent shall cause the memorandum and articles of association of the Surviving Company to contain provisions no less favorable to) indemnify, defend and hold harmless, and advance expenses to, the D&O Indemnified Individuals with respect to exculpation from liability set forth all acts or omissions by them in the Company Certificate immediately their capacities as such at any time prior to the execution and delivery of this Agreement, and, until the sixth (6th) anniversary of the Effective Time, Parent to the fullest extent provided by (A) the Organizational Documents of the Company or any of its Subsidiaries (in each case, as in effect on the date hereof) or (B) any indemnification agreement or other Contract set forth in Section 7.6 of the Company Disclosure Letter, which provisions thereafter shall not permit any of such provisions to be amended, repealed or otherwise modified after the Effective Time in any manner that could would adversely affect the rights thereunder of any of the D&O Indemnified Party, except to the extent required by applicable LawIndividuals. (b) Without limiting the effect provisions of Section 5.7(a7.6(a), during the for a period commencing on the Closing Date and ending on the sixth of not less than six (6th6) anniversary of years after the Effective Time, Parent the Surviving Company shall indemnify to the fullest extent permitted by applicable Law: (i) indemnify, defend and hold harmless each D&O Indemnified Party Individual from and against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, demandsdamages, damagespenalties, liabilities and amounts paid in settlement (including, in each case, any interest or assessments thereon) in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to any action or omission or alleged action or omission on the part of in such D&O Indemnified Individual’s capacity as a director, officer or employee of the Company (regardless or any of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Agreement Date but in any event its Subsidiaries prior to the Effective Time; and (ii) pay the costs and expenses (including reasonable attorneys’ fees) of any D&O Indemnified Individual incurred or expected to be incurred in connection with any such claim, action, suit, proceeding or investigation, in each case, to the extent that such Persons are indemnified or have the Acquired Companies would have been permitted under applicable Law and their respective articles right to advancement of associationexpenses as of the date of this Agreement by the Company or any of its Subsidiaries pursuant to (A) the Organizational Documents of the Company or such Subsidiary (in each case, certificate of incorporation or similar organizational documents as in effect on the Agreement Date and date hereof), (B) any indemnification agreement or other Contract set forth on Schedule 5.7(b)in Section 7.6 of the Company Disclosure Letter, copies which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of which have been made available to Parent, to indemnify such any of the D&O Indemnified PartyIndividuals, or (C) applicable Law. Without limiting the foregoing, Parent shall cause the Surviving Company to advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 7.6 in accordance with the procedures (if any) set forth in the certificate of incorporation and bylaws, or equivalent documents, of the Company provided, that the applicable Person provides an undertaking to repay such advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that such Person is not entitled to indemnification under this Section 7.6 or otherwise. (c) Prior to Parent shall cause the Closing, the Company shall purchase a six year prepaid “tail policy” for directors’ and officers’ liability insurance, for the benefit Organizational Documents of the D&O Indemnified Parties, which policy shall provide for the current level Surviving Company and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect its Subsidiaries as of the Agreement Date (the “D&O Policy”). The cost of such policy shall be paid 50% by the Company (which shall be included in the Transaction Expenses) Effective Time to include exculpation and 50% by Parent (“the “Parent D&O Amount”); provided, that in no event shall the Parent D&O Amount exceed $31,826.50. Parent shall use commercially reasonable efforts indemnification provisions with respect to cause the Company to maintain the D&O Policy in full force and effect for the full term of such policy. For the avoidance of doubt, “commercially reasonable efforts” for purposes of the immediately preceding sentence shall in no event include the payment by Parent acts or its Affiliates of any additional premium or other amounts. (d) Parent and the Surviving Company jointly and severally agree to pay all reasonable expenses, including attorneys’ fees, that may be incurred omissions by the D&O Indemnified Parties Individuals in enforcing their capacities as such at any time prior to the indemnity Effective Time which shall be no less favorable to such D&O Indemnified Individuals than the indemnification and other obligations provided for exculpation provisions contained in the Organizational Documents of the Company or its Subsidiaries as of the date of this Section 5.7. Agreement. For a period of six (e6) If years after the Closing, Parent shall not (and shall not cause or permit the Surviving Company or any of its Subsidiaries to) amend or modify such provisions in any way adverse to the D&O Indemnified Individuals. (d) In the event that the Surviving Company or any of its successors or assigns of Parent or the Surviving Company: (i) shall consolidate consolidates with or merge merges into any other Person person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) shall transfer all transfers or conveys substantially all of its assets to any other Personperson, then then, and in each such case, Parent shall cause proper provisions shall provision to be made so that the successors and assigns of Parent or the Surviving Company (as the case may be) shall expressly assume all of the obligations set forth in this Section 5.7(e7.6 or Parent shall take such other action to ensure that the ability of the Surviving Company, legal and financial, to satisfy such obligations will not be diminished. (e) Prior to the Closing, the Company shall obtain a prepaid (or “tail”) directors’ and officers’ liability insurance policy (the “D&O Tail Policy”) in respect of acts or omissions occurring at or prior to the Effective Time for six (6) years from the Effective Time, covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been made available to Parent), and the costs payable in connection with such policy shall constitute Transaction Expenses. (f) This Notwithstanding Section 5.7(f): (i) shall survive 12.4, the consummation provisions of the Merger and the Effective Time; (ii) is this Section 7.6 are intended to be for the benefit of, and will be enforceable by, each D&O Indemnified Party and Individual, his or her heirs and representatives; his or her representatives and (iii) shall be binding on all successors are in addition to, and assigns of Parent and the Surviving Companynot in substitution for, any other right to indemnification or contribution that any such Person may have by contract or otherwise.

D&O Indemnification. (a) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any agreement of the Company in effect on the Agreement Closing Date and set forth on Schedule 5.7(a6.7(a), copies of which have been made available to Parent, providing for the indemnification of its officers, directors or employees (the current and former officers, directors and employees of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the memorandum and articles of association of the Surviving Company to contain provisions no less favorable with respect to exculpation from liability set forth in the Company Certificate Organizational Documents immediately prior to the execution and delivery of this Agreement, and, until the sixth (6th) anniversary of the Effective Time, Parent shall not permit any of such provisions to be amended, repealed or otherwise modified after the Effective Time in any manner that could adversely affect the rights thereunder of any D&O Indemnified Party, except to the extent required by or under applicable Law. (b) Without limiting the effect of Section 5.7(a6.7(a), during the period commencing on the Closing Date and ending on the sixth (6th) anniversary of the Effective Time, Parent shall indemnify and hold harmless each D&O Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, demands, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to any action or omission or alleged action or omission on the part of a director, officer or employee of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Agreement Date date hereof but in any event prior to the Effective Time) that the Acquired Companies Company would have been permitted under applicable Law and their respective articles of association, certificate of incorporation or similar organizational documents in effect on the Agreement Date Company Organizational Documents and set forth on Schedule 5.7(b6.7(b), copies of which have been made available to Parent, to indemnify such D&O Indemnified Party. (c) Prior to Before the Closing, the Company shall purchase a six six-year prepaid “tail policy” for directors’ and officers’ liability insurance, for on terms and subject to conditions reasonably acceptable to Parent, with respect to matters arising on or before the benefit of the D&O Indemnified Parties, which policy shall provide for the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the Agreement Closing Date (the “D&O Policy”). The cost of such policy shall be paid 50% by the Company (which shall be included in the Transaction Expenses) and 50% by Parent (“the “Parent D&O Amount”); provided, that in no event shall the Parent D&O Amount exceed $31,826.5025,000. Parent shall use commercially reasonable efforts to cause the Company to maintain the D&O Policy such policy in full force and effect for the full term of such policy. For the avoidance of doubt, “commercially reasonable efforts” for purposes of the immediately preceding sentence shall in no event include the payment by Parent Parent, it Affiliates, or its Affiliates the Company of any additional premium or other amounts. (d) Parent and the Surviving Company jointly and severally agree to pay all reasonable expenses, including attorneys’ fees, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.76.7. (e) If Parent or the Surviving Company or any of the successors or assigns of Parent or the Surviving Company: (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) shall transfer all or substantially all of its assets to any other Person, then proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company (as the case may be) shall assume all of the obligations set forth in this Section 5.7(e)6.7. (f) This Section 5.7(f): 6.7: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each D&O Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company.

D&O Indemnification. (a) Purchaser hereby agrees that for six (6) years after the Effective Time, Purchaser shall cause to be maintained in effect the Company's and the Company Subsidiary's current policy of officers' and directors' liability insurance with respect to actions and omissions occurring on or prior to the Effective Date; provided, however, that Purchaser may substitute therefor policies of at least the same coverage amounts containing terms and conditions which are no less advantageous to the covered persons provided that such substitution shall not result in any lapses in coverage with respect to matters occurring on or prior to the Effective Time; provided, further, that Purchaser shall not be required to pay in excess of $125,000 to obtain such policy, and if the Purchaser is unable to obtain the insurance required by this Section 5.4, Purchaser shall obtain as much comparable insurance as possible for such maximum amount. (b) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any agreement of the Company in effect on the Agreement Date and set forth on Schedule 5.7(a), copies of which have been made available to Parent, providing for the indemnification of its officers, directors or employees (the current and former officers, directors and employees of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the memorandum and articles of association of the Surviving Company to contain provisions no less favorable with respect to exculpation from liability set forth in the Company Certificate immediately prior to the execution and delivery of this Agreement, and, until Time through the sixth (6th) anniversary of the Effective Time, Parent the Purchaser shall, and shall not permit any of such provisions to be amended, repealed or otherwise modified after cause and Mid America (each an "Indemnifying Party" and together the Effective Time in any manner that could adversely affect the rights thereunder of any D&O Indemnified Party, except to the extent required by applicable Law. (b) Without limiting the effect of Section 5.7(a"Indemnifying Parties"), during the period commencing on the Closing Date jointly and ending on the sixth (6th) anniversary of the Effective Time, Parent shall severally indemnify and hold harmless each D&O person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or a Company Subsidiary, or trustee of any benefit plan of the Company or any Company Subsidiary, except for unaffiliated corporate trustees (the "Indemnified Party Parties"), against and from any costs or expenses (including including, without limitation, reasonable attorneys’ ' fees), judgments, fines, losses, claims, demands, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters involving the Company, and/or any Company Subsidiary existing or occurring at or prior to the Effective Time, including, without limitation, in connection with the transaction contemplated by this Agreement, whether asserted or claimed prior to, at or through the sixth anniversary of the Effective Time, to the fullest extent to which the Company or the applicable Company Subsidiary is permitted or required by law or their respective Certificate of Incorporation (or other chartering document) and Bylaws to indemnify such Indemnified Parties and in the manner most favorable to the Indemnified Parties to which the Company or Company Subsidiary could indemnify such parties under the Certificate of Incorporation (or other chartering document) and Bylaws of such entity, in each case as in effect on the date hereof, subject to applicable law; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (c) Any Indemnified Party wishing to claim indemnification under Section 5.4(b), upon learning of any such claim, action, suit, proceeding or investigation arises out investigation, shall promptly notify the appropriate Indemnifying Party thereof, but the failure to so notify shall not relieve the Indemnifying Party except to the extent that such failure materially prejudices the Indemnifying Party. In the event of any such claim, action, suit, proceeding or pertains to any action or omission or alleged action or omission on the part of a directorinvestigation, officer or employee of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on arising before or after the Agreement Date but in any event prior to the Effective Time) that the Acquired Companies would have been permitted under applicable Law and their respective articles of association, certificate of incorporation or similar organizational documents in effect on the Agreement Date and set forth on Schedule 5.7(b), copies of which have been made available to Parent, to indemnify such D&O Indemnified Party. (c) Prior to the Closing, the Company shall purchase a six year prepaid “tail policy” for directors’ and officers’ liability insurance, for the benefit of the D&O Indemnified Parties, which policy shall provide for the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the Agreement Date (the “D&O Policy”). The cost of such policy shall be paid 50% by the Company (which shall be included in the Transaction Expenses) and 50% by Parent (“the “Parent D&O Amount”); provided, that in no event (i) the Indemnifying Party shall have the Parent D&O Amount exceed $31,826.50. Parent shall use commercially reasonable efforts right to cause promptly and timely assume the Company defense thereof with counsel reasonably acceptable to maintain the D&O Policy in full force and effect for the full term of such policy. For the avoidance of doubt, “commercially reasonable efforts” for purposes of the immediately preceding sentence shall in no event include the payment by Parent or its Affiliates of any additional premium or other amounts. (d) Parent Indemnified Party and the Surviving Company jointly and severally agree Indemnifying Party shall not be liable to pay all reasonable expenses, including attorneys’ fees, that may be such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by the D&O such Indemnified Parties in enforcing connection with the indemnity defense thereof, except that if the Indemnifying Party elects not to, or fails to promptly and other obligations provided timely assume such defense, or to appropriately defend such claim once assumed (except with respect to any settlement contemplated below), or, if there is any conflict of interest between Purchaser and the Indemnified Party, the Indemnified Parties may retain counsel which is reasonably satisfactory to Purchaser to handle such defense and the Indemnifying Party shall pay the reasonable fees and expenses to all such counsel for the Indemnified Party (which may not exceed one firm in this Section 5.7. (e) If Parent or the Surviving Company or any of the successors or assigns of Parent or the Surviving Company: (i) shall consolidate with or merge into jurisdiction for an Indemnified Party), and notwithstanding any other Person and shall not be the continuing or surviving corporation or entity assumption of such consolidation or merger; or (ii) shall transfer all or substantially all defense by the Indemnifying Party, an Indemnified Party may retain counsel of its assets own choosing to monitor such defense (with the Indemnified Party assuming any other Person, then proper provisions shall be made so that the successors and assigns all expenses as a result of Parent or the Surviving Company (as the case may be) shall assume all of the obligations set forth in this Section 5.7(ehiring such counsel). (f) This Section 5.7(f): (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended the Indemnified Parties will cooperate in the defense of any such matter; (iii) the Indemnifying Party shall not be liable for the benefit ofany settlement effected without its prior written consent (which consent shall not be unreasonably withheld, and will be enforceable by, each D&O Indemnified Party and his conditioned or her heirs and representativesdelayed); and (iiiiv) the Indemnifying Party shall not make any settlement of any such claim without prior written consent of the Indemnified Party (which consent shall not be binding on all successors and assigns of Parent and the Surviving Companyunreasonably withheld, conditioned or delayed).

D&O Indemnification. (a) From and after Parent shall, to the Effective Timefullest extent permitted by Law, Parent shall cause the Surviving Company to fulfill and honor all the Company’s obligations to indemnify (including all obligations to advance funds for expenses) the current or former (in all respects each case, as of the First Effective Time) directors or officers of the Company as of the date of this Agreement (the “D&O Indemnified Persons”) for acts or omissions by such directors or officers occurring prior to the First Effective Time to the extent that such obligations of the Company pursuant to any agreement of the Company in effect exist on the Agreement Date and set forth on Schedule 5.7(a), copies of which have been made available to Parent, providing for the indemnification of its officers, directors or employees (the current and former officers, directors and employees of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the memorandum and articles of association of the Surviving Company to contain provisions no less favorable with respect to exculpation from liability set forth in the Company Certificate immediately prior to the execution and delivery date of this Agreement, andwhether pursuant to the Company Charter, until the sixth (6th) anniversary Company Bylaws or individual indemnity agreements made available to Parent prior to the date hereof, and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with the terms of the Company Charter, the Company Bylaws and such individual indemnity agreements as of the date hereof for a period of not less than six (6) years from the First Effective Time, Parent shall not permit any of such provisions to be amended, repealed or otherwise modified after the Effective Time in any manner that could adversely affect the rights thereunder of any D&O Indemnified Party, except to the extent required by applicable Law. (b) Without limiting the effect of Section 5.7(a), during the period commencing on the Closing Date and ending on the sixth (6th) anniversary of the Effective Time, Parent shall indemnify and hold harmless each D&O Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, demands, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to any action or omission or alleged action or omission on the part of a director, officer or employee of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Agreement Date but in any event prior to the Effective Time) that the Acquired Companies would have been permitted under applicable Law and their respective articles of association, certificate of incorporation or similar organizational documents in effect on the Agreement Date and set forth on Schedule 5.7(b), copies of which have been made available to Parent, to indemnify such D&O Indemnified Party. (c) Prior to the ClosingFirst Effective Time, the Company shall purchase obtain and fully pay (as a six year prepaid Transaction Expense) the premium for a non-cancelable “tail policytail” for policy extension of the directors’ and officers’ liability insurance, for the benefit coverage of the D&O Indemnified Parties, which policy shall provide for the current level and scope of Company’s existing directors’ and officers’ liability insurance coverage as set forth in policies for the Company’s current benefit of each person covered by the directors’ and officers’ liability insurance policy policies of the Company in effect as of the Agreement Date date of this Agreement, for a claims reporting or discovery period of at least six (6) years from and after the “D&O Policy”). The cost First Effective Time with respect to any claim related to any period of such policy shall be paid 50% by time at or prior to the Company (which shall be included in the Transaction Expenses) and 50% by Parent (“the “Parent D&O Amount”); provided, that in no event shall the Parent D&O Amount exceed $31,826.50. Parent shall use commercially reasonable efforts to cause the Company to maintain the D&O Policy in full force and effect for the full term of such policy. For the avoidance of doubt, “commercially reasonable efforts” for purposes of the immediately preceding sentence shall in no event include the payment by Parent or its Affiliates of any additional premium or other amountsFirst Effective Time. (dc) Parent and In the Surviving event that Parent, the Company jointly and severally agree to pay all reasonable expenses, including attorneys’ fees, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.7. (e) If Parent or the Surviving Company or any of the their respective successors or assigns of Parent or the Surviving Company: (i) shall consolidate consolidates with or merge merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; merger or (ii) shall transfer transfers all or substantially all of its properties and assets to any other Personperson, then proper provisions then, and in each such case, Parent shall be made so use reasonable best efforts to ensure that the successors and assigns of Parent Parent, the Company or the Surviving Company (Company, as the case may be) , shall assume all of the obligations set forth in this Section 5.7(e)6.07. (fd) This The provisions of this Section 5.7(f): (i) 6.07 shall survive the consummation of the Merger and the Effective Time; are (iii) is intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Party Persons and his or her their successors, assigns and heirs and representatives; (ii) in addition to, and (iii) shall not in substitution for, any other rights to indemnification or contribution that any such D&O Indemnified Person may have by contract or otherwise. This Section 6.07 may not be binding on all successors and assigns amended, altered or repealed after the First Effective Time without the prior written consent of Parent and the Surviving Companyaffected D&O Indemnified Person.