Common use of Indemnification; D&O Insurance Clause in Contracts

Indemnification; D&O Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries (each, an “Indemnified Party”) as provided in their respective certificates of incorporation or by-laws or in any indemnification Contract between the Company (or any Company Subsidiary) and any Indemnified Party as in effect on the date hereof shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Time. (b) Parent shall cause to be maintained for a period of six (6) years from the Effective Time the Company’s current D&O Insurance policy to the extent that it provides coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement, so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid prior to the date of this Agreement (such amount, the “Maximum Premium”). Upon request by Parent, the Company shall use its reasonable best efforts to extend coverage under the Company’s D&O Insurance by obtaining a six-year “tail” policy (provided that the lump sum payment to purchase such coverage does not exceed three (3) times the Maximum Premium) and such “tail” policy shall satisfy Parent’s obligations under this Section 7.06(b). Parent’s obligations under this Section 7.06(b) shall also be satisfied if Parent’s D&O Insurance provides (or is amended to provide) substantially similar coverage for events occurring prior to the Effective Time for persons who are directors and officers of the Company on the date of this Agreement. If the Company’s existing D&O Insurance expires, is terminated or canceled during such six-year period or a “tail” policy cannot be purchased on the terms set forth above and Parent cannot or determines not to satisfy its obligations under this Section 7.06(b) pursuant to the preceding sentence, Parent shall use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. The Company represents to Parent that the last annual premium paid prior to the date of this Agreement is not greater than $50,000. (c) 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 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 Surviving Corporation assume the obligations set forth in this Section 7.06. (d) The provisions of this Section 7.06 are intended to be for the benefit of, and shall be enforceable by, each identified party and his or her heirs and representatives.

Indemnification; D&O Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries (each, an “"Indemnified Party”") as provided in their respective certificates of incorporation or by-laws or in any indemnification Contract agreement between the Company (or any Company Subsidiary) and any Indemnified Party as in effect on immediately prior to the date hereof of this Agreement shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Time. (b) Parent shall cause to be maintained for a period of six (6) years from the Effective Time the Company’s 's current D&O Insurance policy to the extent that it provides coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement, so long as the annual premium therefor would not be in excess of 200150% of the last annual premium paid prior to the date of this Agreement (such amount, the “"Maximum Premium”"). Upon request by Parent, the Company shall use its reasonable best efforts to extend coverage under the Company’s 's D&O Insurance by obtaining a six-year “"tail” " policy on terms and conditions no less advantageous than the existing D&O Insurance (provided that the lump sum payment to purchase such coverage does not exceed three (3) times the Maximum Premium) and such “"tail” " policy shall satisfy Parent’s 's obligations under this Section 7.06(b). Parent’s 's obligations under this Section 7.06(b) shall also be satisfied if Parent’s 's D&O Insurance provides (or is amended to provide) substantially similar coverage for events occurring prior to the Effective Time for persons who are directors and officers of the Company on the date of this Agreement. If the Company’s 's existing D&O Insurance expires, is terminated or canceled during such six-year period or a “"tail” " policy cannot be purchased on the terms set forth above and Parent cannot or determines not to satisfy its obligations under this Section 7.06(b) pursuant to the preceding sentence, Parent shall use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. The Company represents to Parent that the last annual premium paid prior to the date of this Agreement is not greater than $50,000100,000. (c) 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 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 Surviving Corporation assume the obligations set forth in this Section 7.06. (d) The provisions of this Section 7.06 are intended to be for the benefit of, and shall be enforceable by, each identified party and his or her heirs and representatives.

Indemnification; D&O Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior shall, to the Effective Time now existing in favor of fullest extent permitted by Applicable Law, cause the Surviving Corporation to honor all the Company’s obligations to indemnify (including any obligations to advance funds for expenses) the current or former directors, officers or employees of the Company and the Company Subsidiaries (eachfor acts or omissions by such directors, an “Indemnified Party”) as provided officers and employees occurring prior to the Effective Time in their respective certificates the manner and to the extent that such obligations of incorporation or by-laws or in any indemnification Contract between the Company (or any Company Subsidiary) and any Indemnified Party as in effect exist on the date hereof of this Agreement, whether pursuant to the Company Charter, the Company By-laws, individual indemnity agreements or otherwise, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their the terms for a period of not less than six (6) years the Company Charter, the Company By-laws and such individual indemnity agreements from the Effective TimeTime until the expiration of all applicable statutes of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. (b) Parent shall cause to be maintained for For a period of six (6) years from after the Effective Time Time, Parent shall cause to be maintained in effect the Company’s current D&O Insurance policy policies of directors’ and officers’ liability insurance maintained by the Company and the Company Subsidiaries (provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Parent shall not be obligated to make annual premium payments for such insurance to the extent that it provides coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement, so long as the annual premium therefor would not be in excess of 200such premiums exceed 300% of the last annual premium premiums paid prior to as of the date of this Agreement hereof by the Company for such insurance (such 300% amount, the “Maximum Premium”). Upon request by Parent, the Company shall use its reasonable best efforts to extend If such insurance coverage under the Company’s D&O Insurance by obtaining a six-year “tail” policy (provided that the lump sum payment to purchase such coverage does not exceed three (3) times the Maximum Premium) and such “tail” policy shall satisfy Parent’s obligations under this Section 7.06(b). Parent’s obligations under this Section 7.06(b) shall also be satisfied if Parent’s D&O Insurance provides (or is amended to provide) substantially similar coverage for events occurring prior to the Effective Time for persons who are directors and officers of the Company on the date of this Agreement. If the Company’s existing D&O Insurance expires, is terminated or canceled during such six-year period or a “tail” policy cannot be purchased on the terms set forth above and Parent cannot obtained at all, or determines not to satisfy its obligations under this Section 7.06(b) pursuant to the preceding sentence, Parent shall use its reasonable best efforts to cause to can only be obtained as much D&O Insurance as can be obtained for the remainder of such period for at an annualized annual premium not in excess of the Maximum Premium, on terms Parent shall maintain the most advantageous policies of directors’ and conditions no less advantageous than officers’ insurance obtainable for an annual premium equal to the existing D&O InsuranceMaximum Premium. The Company represents to Parent that the last annual premium paid prior to the date of this Agreement is not greater than $50,000465,000. (c) From and after the Effective Time, to the fullest extent permitted by Applicable Law, Parent shall cause the Surviving Corporation to, indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and the Company Subsidiaries and any employee of the Company or any Company Subsidiary who acts or has acted as a fiduciary under any employee benefit plan of the Company or any Company Subsidiary (each an “Indemnified Party”) against all losses, claims, damages, liabilities, fees and expenses (including attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement (in the case of settlements, with the approval of the indemnifying party (which approval shall not be unreasonably withheld)) (collectively, “Losses”), as incurred (payable monthly upon written request which request shall include reasonable evidence of the Losses set forth therein) to the extent arising from, relating to, or otherwise in respect of, any actual or threatened action, suit, proceeding or investigation, in respect of actions or omissions occurring at or prior to the Effective Time in connection with such Indemnified Party’s duties as an officer, director or employee of the Company or any Company Subsidiary, including in respect to this Agreement, any other Transaction Agreement, the Merger and the other Transactions; provided, however, that an Indemnified Party shall not be entitled to indemnification under this Section 7.06(c) for Losses arising out of actions or omissions by the Indemnified Party constituting (i) a breach of this Agreement or any other Transaction Agreement, (ii) criminal conduct or (iii) any violation of federal, state or foreign securities laws. (d) 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 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 Surviving Corporation assume the obligations set forth in this Section 7.06; provided, that no such transaction shall reduce or diminish Parent’s obligations pursuant to this Section 7.06. (de) The provisions of this Section 7.06 are intended to be for the benefit of, and shall be enforceable by, each identified party Indemnified Party and his or her heirs and representatives, and Parent hereby expressly agrees to cause the Surviving Corporation to pay or reimburse any costs and expenses incurred by each such Indemnified Party in enforcing the rights granted under this Section 7.06. Parent hereby unconditionally and irrevocably guarantees the due and punctual payment and satisfaction of any and all obligations of the Surviving Corporation pursuant to this Section 7.06.

Indemnification; D&O Insurance. (a) Parent Buyer and Sub the Company agree that all rights to indemnification for acts or omissions occurring prior that, until the later of (i) six (6) years after the Closing and (ii) such time as the Earnout Cap has been paid to the Effective Time now existing in favor Entitled Holders, Buyer shall cause, to the fullest extent permitted by applicable Law, each of the current Company’s present and former directors and officers (collectively, the “Company Indemnitees”), in their capacities as such, to be indemnified by Buyer or former directorsthe Surviving Corporation to the same extent as provided in the Company Charter, officers or employees of the Company Bylaws, and any indemnification agreements between the Company and the Company Subsidiaries (each, an “Indemnified Party”Indemnitees disclosed in Section 2.21(a)(xvii) as provided in their respective certificates of incorporation or by-laws or in any indemnification Contract between the Company Disclosure Schedules as of immediately prior to the Closing. (or any b) The Company Subsidiarywill purchase prior to the Closing for each Company Indemnitee either (i) and any Indemnified Party as in effect on the date hereof shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than from the Closing through and including the date six (6) years after the Closing Date directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred on or before the Effective Time. (b) Parent shall cause to be maintained for a period of six (6) years from the Effective Time the Company’s current D&O Insurance policy to the extent that it provides coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this AgreementClosing, so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid prior to the date of this Agreement (such amount, the “Maximum Premium”). Upon request by Parent, the Company shall use its reasonable best efforts to extend coverage under the Company’s D&O Insurance by obtaining a six-year “tail” policy (provided that the lump sum payment to purchase such coverage does not exceed three (3) times the Maximum Premium) and such “tail” which insurance policy shall satisfy Parent’s obligations under this Section 7.06(b). Parent’s obligations under this Section 7.06(b) shall also be satisfied if Parent’s D&O Insurance provides (or is amended to provide) contain substantially similar the same coverage for events occurring prior to the Effective Time for persons who are directors and officers of the Company on the date of this Agreement. If the Company’s existing D&O Insurance expiresamounts as, is terminated or canceled during such six-year period or a “tail” policy cannot be purchased on the terms set forth above and Parent cannot or determines not to satisfy its obligations under this Section 7.06(b) pursuant to the preceding sentence, Parent shall use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on contain terms and conditions no less advantageous than than, in the existing D&O Insurance. The Company represents to Parent that aggregate, the last annual premium paid prior to coverage provided by the Company’s current directors’ and officers’ liability insurance policy on the date of hereof; or (ii) a “tail” insurance policy (the “Tail Policy”) with a claims period from the Closing through and including the date six (6) years after the Closing Date with substantially the same coverage and amounts, and containing terms and conditions which are no less advantageous than, in the aggregate, the Company’s current directors’ and officers’ liability insurance policy on the date hereof. Until the date that is six (6) years after the Closing Date, Buyer and the Surviving Corporation shall not take any actions to terminate, cancel or modify, or to cause the termination, cancellation, modification or lapse in, any directors’ and officers’ liability insurance policy obtained pursuant to this Agreement is not greater than $50,000Section 4.14(b). (c) It is expressly agreed that the covenants contained in this Section 4.14 are intended to be for the benefit of, and shall be enforceable by, each of the Company Indemnitees and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Company Indemnitee is entitled, whether pursuant to Law, Contract or otherwise. (d) In the event Buyer, the Surviving Corporation or any of its their respective 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, then and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation (or their respective successors and assigns), shall assume the obligations set forth in this Section 7.064.14. (de) The provisions obligations of the Surviving Corporation and Buyer under this this Section 7.06 4.14 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Company Indemnitee to whom this this Section 4.14 applies without the consent of such affected Company Indemnitee. The obligations of Buyer under this Section 4.14 are intended in addition to be for the benefit ofand separate from any indemnification provided to any Company Indemnitee, Seller Agent or Entitled Holder under Section 7.6 or Section 7.9, and a determination on entitlement under one source of indemnification shall have no effect on another source of indemnification (except to the extent the same Damages would be enforceable by, each identified party and his or her heirs and representativesindemnified for twice).

Indemnification; D&O Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries (each, an “"Indemnified Party”") as provided in their ----------------- respective certificates of incorporation or by-laws or in any indemnification Contract agreement between the Company (or any Company Subsidiary) and any Indemnified Party as in effect on immediately prior to the date hereof of this Agreement shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Time. (b) Parent shall cause to be maintained for a period of six (6) years from the Effective Time the Company’s 's current D&O Insurance policy to the extent that it provides coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement, so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid prior to the date of this Agreement (such amount, the “"Maximum Premium”"). Upon request by Parent, the Company shall use --------------- its reasonable best efforts to extend coverage under the Company’s 's D&O Insurance by obtaining a six-year “"tail” " policy (provided that the lump sum payment to purchase such coverage does not exceed three (3) times the Maximum Premium) and such “"tail” " policy shall satisfy Parent’s 's obligations under this Section 7.06(b). --------------- Parent’s 's obligations under this Section 7.06(b) shall also be satisfied if --------------- Parent’s 's D&O Insurance provides (or is amended to provide) substantially similar coverage for events occurring prior to the Effective Time for persons who are directors and officers of the Company on the date of this Agreement. If the Company’s 's existing D&O Insurance expires, is terminated or canceled during such six-year period or a “"tail” " policy cannot be purchased on the terms set forth above and Parent cannot or determines not to satisfy its obligations under this Section 7.06(b) pursuant to the preceding sentence, Parent shall use its reasonable --------------- best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. The Company represents to Parent that the last annual premium paid prior to the date of this Agreement is not greater than $50,000639,045. (c) In the event If 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, to the extent necessary, proper provision shall be made so that the successors and assigns of Surviving Corporation assume the obligations set forth in this Section 7.06.. ------------ (d) The provisions of this Section 7.06 are intended to be for the benefit ------------ of, and shall be enforceable by, each identified party Indemnified Party and his or her heirs and representatives.

Indemnification; D&O Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior The Surviving Entity shall, to the Effective Time now existing in favor of maximum extent permitted under applicable law, provide to the current or former directors, officers or employees of the Company and the Company Subsidiaries (each, an “Indemnified Party”) as provided in their respective certificates of incorporation or by-laws or in any indemnification Contract between the Company (or any Company Subsidiary) and any Indemnified Party as in effect on the date hereof shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Time. (b) Parent shall cause to be maintained for a period of six (6) years from the Effective Time the Company’s current D&O Insurance policy to the extent that it provides coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company and its Subsidiaries the maximum indemnification protection (including with respect to advancement of expenses, including advancing expenses as incurred) permitted under Delaware law for a period of six years after the Effective Time; provided, however, that if any claims are asserted or made within such six-year period, all rights to indemnification (and to advancement of expenses) in respect of such claims under the certificate of formation and limited liability operating agreement of the Surviving Entity and this Section 5.10 shall continue, without diminution, until disposition of all such claims. (b) The Surviving Entity shall assume, honor and fulfill in all respects the obligations of the Company pursuant to the indemnification agreements with the Company's directors, officers and other employees listed on Section 5.10(b) of the date of this AgreementCompany Disclosure Letter. The Surviving Entity shall provide to the Company's current officers and directors a directors' and officers' liability insurance policy (the “D&O Policy”) that is no less favorable than the Company's existing policy; provided, so long as however, that the Surviving Entity shall not be required to pay an annual premium therefor would not be for the D&O Policy in excess of 200150% of the last annual premium premiums paid prior to the date of this Agreement (Agreement, and, in the event that any such annual premium would exceed such amount, the “Maximum Premium”)Surviving Entity shall obtain the most coverage available for a premium in such amount. Upon request by ParentThe Company may purchase, the Company shall use at its reasonable best efforts to extend coverage under the Company’s D&O Insurance by obtaining election, a six-year “tail” policy (provided providing coverage no less favorable than the Company's existing policy, with respect to claims arising from facts or events that occurred on or before the lump sum payment to purchase such coverage does not exceed three (3) times Effective Time, including, without limitation, in respect of the Maximum Premium) and Transactions contemplated by this Agreement, in satisfaction of the Surviving Entity's obligations hereunder. If such “tail” policy is obtained, the Surviving Entity shall satisfy Parent’s maintain such policy in full force and effect and continue to honor the obligations under this Section 7.06(b). Parent’s obligations under this Section 7.06(b) shall also be satisfied if Parent’s D&O Insurance provides (or is amended to provide) substantially similar coverage for events occurring prior to the Effective Time for persons who are directors and officers of the Company on the date of this Agreement. If the Company’s existing D&O Insurance expires, is terminated or canceled during such six-year period or a “tail” policy cannot be purchased on the terms set forth above and Parent cannot or determines not to satisfy its obligations under this Section 7.06(b) pursuant to the preceding sentence, Parent shall use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. The Company represents to Parent that the last annual premium paid prior to the date of this Agreement is not greater than $50,000thereunder. (c) This Section 5.10 shall survive the Effective Time, is intended to benefit the Surviving Entity and the Covered Persons and shall be enforceable by the Covered Persons, their heirs, assigns and representatives. In the event the Surviving Corporation Entity 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 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 Surviving Corporation Entity, or at the Parent's option, the Parent, shall assume the Surviving Entity's obligations set forth in this Section 7.065.10. (d) The provisions of this Section 7.06 are intended to be for the benefit of, and shall be enforceable by, each identified party and his or her heirs and representatives.

Indemnification; D&O Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors, officers or employees Each of the Company and Bow Street hereby acknowledges and agrees that, from and after the date hereof, the Company Subsidiaries (eachshall indemnify and provide advancement of expenses to each of the Departing Directors with respect to their actions, an “Indemnified Party”) omissions or service as a director of the Company, to the fullest extent permitted by applicable law and provided in their respective certificates the Company’s Certificate of incorporation or by-laws or in Incorporation, bylaws and any indemnification Contract agreement between the Company (or any Company Subsidiary) applicable Departing Directors and any Indemnified Party the Company, in each case, as in effect on the date hereof shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Timehereof. (b) Parent shall cause to be maintained for For a period of six (6) years from following the Effective Time date hereof, the Company’s current Company shall maintain (and fully pay for) a directors’ and officers’ liability insurance policy (whether such policy is currently in effect, a renewal of such policy, or any replacement policy the Company subsequently obtains for its directors) (a “D&O Insurance policy Policy”) that covers each Departing Director, on terms and conditions (including, but not limited to, scope, coverage amounts, deductibles and exclusions) at least as favorable to such Departing Director as the terms and conditions applicable to the extent directors of the Company serving on the Board at any time that it provides coverage such D&O Policy is in effect. In lieu of the D&O Policy with respect to such Departing Directors, the Company may procure (and fully pay for) a single premium tail policy that covers each Departing Director for events occurring such six (6) year period prior to the Effective Time for date hereof, on terms and conditions (including, but not limited to, scope, coverage amounts, deductibles and exclusions) at least as favorable in all persons who are directors material respects to such Departing Director as the terms and officers conditions of the Company D&O Policy in effect on the date of this Agreementhereof (provided that in no event shall the Company be required to pay, so long as the annual premium therefor would not be in connection with such tail policy, an amount in excess of 200% of the last annual premium paid prior with respect the D&O Policy in effect as of the date hereof) (it being understood that Xxxx Xxxxxx, the Company’s General Counsel and Secretary, is authorized to approve the purchase of such D&O tail policy). c) Notwithstanding anything to the date contrary in this Letter Agreement, each of this Agreement (such amount, the “Maximum Premium”). Upon request by Parent, indemnification agreements between the Company shall use its reasonable best efforts and each of the Departing Directors, in each case, as in effect on the date hereof, and each Departing Director’s rights to extend coverage indemnification and advancement of expenses thereunder, and the Departing Director’s right to be covered under the Company’s D&O Insurance by obtaining a six-year “tail” policy (provided that the lump sum payment to purchase such coverage does not exceed three (3) times the Maximum Premium) directors’ and such “tail” policy shall satisfy Parent’s obligations under this Section 7.06(b). Parent’s obligations under this Section 7.06(b) shall also be satisfied if Parent’s D&O Insurance provides (or is amended to provide) substantially similar coverage for events occurring prior to the Effective Time for persons who are directors and officers of the Company on the date of this Agreement. If the Company’s existing D&O Insurance expires, is terminated or canceled during such six-year period or a “tail” policy cannot be purchased on the terms set forth above and Parent cannot or determines not to satisfy its obligations under this Section 7.06(b) pursuant to the preceding sentence, Parent shall use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. The Company represents to Parent that the last annual premium paid prior to the date of this Agreement is not greater than $50,000. (c) 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 to any Person, then, and in each such caseofficers’ liability insurance policies, to the extent necessaryprovided therein, proper provision shall be made so that survive the successors execution and assigns of Surviving Corporation assume the obligations set forth in this Section 7.06. (d) The provisions effectiveness of this Section 7.06 are intended to be for the benefit of, Letter Agreement and shall be enforceable by, each identified party continue in full force and his or her heirs effect from and representativesafter the date hereof in accordance with the terms thereof.