Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company CertificateArticles, the Company Bylaws, the organization documents of any Subsidiary By-laws or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request ii)request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of in the annual premiums currently paid by aggregate the Company for such insurance (which annual premiums are amount set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it Schedule to obtain such coverage. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the The Surviving Corporation to assume the obligations with respect to all rights to indemnification shall indemnify and exculpation hold harmless from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor those classes of the current or former directors or officers of persons currently entitled to indemnification from the Company and its Subsidiaries the Company Subsidiary (and any other subsidiary formed after the date hereof in the ordinary course of business or with the consent of Parent) as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificates of any Subsidiary incorporation or any written indemnification Contract between such directors by-laws (or officers comparable organizational documents) and the Company (Surviving Corporation in each case, as in effect on the date hereof)Merger shall assume, without further action, as of the Effective Time any indemnification agreements of the Company in effect as of the date hereof. The Surviving Corporation shall advance expenses to any such person promptly upon receipt of an undertaking from such person that such expenses shall be repaid should it be ultimately determined that such person is not entitled to indemnification. In addition, from and such obligations shall survive after the Merger Effective Time, directors and shall continue in full force officers of the Company who become directors or officers of the Surviving Corporation or any of its subsidiaries will be entitled to indemnification under the Surviving Corporation’s or any of its subsidiaries’ certificate of incorporation and effect by-laws (or comparable organizational documents), as the same may be amended from time to time in accordance with their termsterms and applicable law, and to all other indemnity rights and protections as are afforded to other directors and officers of the Surviving Corporation or any of its subsidiaries. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) except for any disposition of assets by the Surviving Corporation required by applicable law in connection with the Merger, transfers or conveys all or substantially all of its properties and other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.04. (c) For six years after the Effective Time, Parent the Surviving Corporation shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that Parent the Surviving Corporation may (i) substitute therefor policies of Parent the Surviving Corporation or its subsidiaries containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts amount no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountofficers. (d) The provisions of this Section 5.05 5.04 are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.. Each indemnified party is an intended third party beneficiary

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to MCI WorldCom agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company Sprint and its Subsidiaries as provided in the Company Certificatetheir respective articles of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of Sprint, the Company Bylawsexistence of which does not constitute a breach of this Agreement, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each caseshall be assumed by MCI WorldCom, as the Surviving Corporation in effect on the date hereof)Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation MCI WorldCom or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly MCI WorldCom assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.9. (c) For six years after the Effective Time, Parent MCI WorldCom shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s Sprint's current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those Persons who are currently covered by the Company’s Sprint's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies in no event shall MCI WorldCom be required to expend in any one year an amount in excess of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250200% of the annual premiums currently paid by the Company Sprint for such insurance (which insurance; and, provided, further, that if the annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); providedsuch insurance coverage exceed such amount, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent MCI WorldCom shall only be obligated to provide such obtain a policy with the greatest coverage as may be obtained available for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, Liabilities for acts or omissions occurring at or prior to the EVI Effective Time or MVI Effective Time, as applicable, now existing in favor of the current or former directors or officers of the Company EVI, MTI and its their respective Subsidiaries as provided in their respective Organizational Documents shall be assumed by the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary EVI Survivor or any written indemnification Contract between such directors or officers and the Company (in each caseMVI Survivor, as applicable, in effect on the date hereof)Mergers, without further action, as of at the EVI Effective Time or MVI Effective Time, as applicable, and such obligations shall survive the Merger Mergers and shall continue in full force and effect in accordance with their terms, and Parent shall cause the EVI Survivor, MTI Survivor and their respective successors and assigns to comply with and honor the foregoing obligations without modification thereof. (b) In the event that the Surviving Corporation EVI Survivor, MTI Survivor or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, or if Parent dissolves the EVI Survivor or MTI Survivor, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly EVI Survivor or MTI Survivor, as applicable, assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect7.5. (c) For six years after The obligations of Parent, the EVI Survivor, and the MTI Survivor under this Section 7.5 shall survive the EVI Effective Time and MTI Effective Time, Parent as applicable, and the consummation of the Mergers and shall maintain (directly not be terminated or indirectly through modified in such a manner as to adversely affect the Company’s existing insurance programs) in effect rights of any indemnified party to whom this Section 7.5 applies without the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those consent of such policy affected indemnified party. Notwithstanding anything else in effect on the date hereof; providedthis Agreement, however, that Parent may (i) substitute therefor policies the obligations of Parent containing terms with respect and the EVI Survivor, MTI Survivor or their respective successors shall be subject to coverage any limitation imposed by applicable Law (including as coverage relates any limitation on EVI’s or MTI’s ability to deductibles and exclusions) and amounts no less favorable to such indemnify its own directors and officers or (iiofficers) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights Parent shall have no obligation to indemnification maintain the existence of the EVI Survivor or contribution that any such person may have by Contract or otherwisethe MTI Survivor following the Effective Time.

Indemnification, Exculpation and Insurance. (a) NHC/OP Sub and Parent shall cause the Surviving Corporation to assume the obligations with respect to agree that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (of its Subsidiaries, in each case, case as in effect on the date hereof)of this Agreement and listed on Section 5.07 of the Company Disclosure Schedule, shall be assumed by the Surviving Person in the Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsterms for six years following the Merger. (b) In the event that the Surviving Corporation Person or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent NHC/OP Sub shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly Person assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.07. (c) For six four years after the Effective Time, Parent NHC/OP Sub shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered as of the date hereof by the Company’s directors’ and officers’ liability insurance policy (a true, complete and accurate correct copy of which has heretofore been heretofore delivered to ParentNHC/OP Sub), on terms with respect to such coverage and amounts no less favorable in any material respect than those of such policy in effect on the date hereofof this Agreement; provided, however, provided that Parent NHC/OP Sub may (i) substitute therefor a policy or policies of Parent a reputable insurance company containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts amount no less favorable in any material respect to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountinsured persons. (d) The provisions of this Section 5.05 5.07 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party, his or her heirs and his or her representatives and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to to, and the Surviving Corporation shall assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees or officers agents of the Company and or any of its Subsidiaries as provided in the Company CertificateCompany’s or any of its Subsidiaries’ certificate of incorporation, the Company Bylaws, the organization documents of any Subsidiary Bylaws or any written indemnification Contract between such directors directors, officers, employees or officers agents and the Company or any of its Subsidiaries (in each case, as in effect on the date hereofof this Agreement), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsterms for a period of not less than six years from the Effective Time. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.056.04 for a period of not less than six years from the Effective Time. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions transactions, or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a6.04(a), Parent will either guarantee such obligations or take such other action to insure ensure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For Commencing at or prior to the Effective Time and until six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy maintained by the Company or its Subsidiaries (a complete and accurate copy of which has been heretofore delivered to Parent), ) on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on comparable to the date hereofinsurance maintained currently by the Company or its Subsidiaries, as applicable; provided, however, provided that Parent the Surviving Corporation may (i) substitute therefor policies of Parent at least the same coverage containing terms and conditions which are not less advantageous to the beneficiaries of the current policies and with carriers having an A.M. Best “key rating” of A X or better, provided that such substitution shall not result in any gaps or lapses in coverage with respect to coverage (including as coverage relates matters occurring prior to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); , and provided, further, that in satisfying the Surviving Corporation shall first use its obligation under this Section 5.05(c)reasonable best efforts to obtain from such carriers a so-called “tail” policy providing such coverage and being effective for the full six year period referred to above, neither the Company nor Parent and shall be obligated entitled to obtain such coverage in annual policies from such carriers only if it is unable, after exerting such efforts for a reasonable period of time, to obtain such a tail policy; and provided, further, that the Surviving Corporation shall not be required to pay more than 250an annual premium in excess of 300% of the last annual premiums currently premium paid by the Company for such insurance (which annual premiums are prior to the date of this Agreement as set forth in Section 5.05(c6.04(c) of the Company Disclosure ScheduleSchedule (or, in the case of a tail policy obtained pursuant to the preceding proviso, shall not be required to pay an aggregate premium therefor in excess of an amount equal to six times 300% of such last annual premium) and, if the Surviving Corporation is unable to obtain the insurance required by this Section 6.04(c), it shall obtain as much comparable insurance as possible for an annual premium (or an aggregate premium, as the case may be) equal to such maximum amount; and provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only not acquire the insurance required by this Section 6.04(c) at or prior to the Effective Time without the Company’s prior consent (such consent not to be obligated to provide such coverage as may be obtained for such aggregate amountunreasonably withheld or delayed). (d) The provisions of this Section 5.05 6.04: (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. It is expressly agreed that the indemnified parties shall be third party beneficiaries of this Section 6.04.

Indemnification, Exculpation and Insurance. (ai) Parent FindWhat shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or employees or officers of Espotting (each such person being an "Indemnified Party") by reason of the Company and its Subsidiaries fact that he or she is or was a director or employee of Espotting as provided in the Company CertificateEspotting's Certificate of Incorporation, the Company Bylaws, the organization documents of any Subsidiary Bylaws or any written indemnification Contract agreement between such directors or officers and the Company Espotting (in each case, as in effect on the date hereof)) to be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and such obligations rights shall survive the Merger and shall continue in full force and effect in accordance with their termsclause (iv) of this Section 5.2(b). Without limiting the foregoing, FindWhat shall indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Espotting and the Espotting Subsidiaries to the fullest extent permitted by Espotting's or an Espotting's Subsidiary's Certificate of Incorporation, Bylaws (or comparable governing document) or any indemnification agreement between such directors, officers and employees for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated hereby) by reason of the fact that he or she was a director, officer or employee of Espotting or an Espotting Subsidiary. Nothing contained herein, however, shall require FindWhat to indemnify any Indemnified Party if a court of competent jurisdiction shall have determined that such indemnification is unenforceable or void as a matter of public policy, and such determination shall have become final and nonappealable. (bii) Any Indemnified Party wishing to claim indemnification under paragraph (i) of this Section 5.2(b) shall promptly notify the Surviving Corporation, upon learning of any such Action, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party to the extent such failure does not materially prejudice the Surviving Corporation. The Surviving Corporation may, at its own expense: (i) participate in the defense of any Action; or (ii) at any time during the course of any such Action, assume the defense thereof, unless the Indemnified Parties (or any of them) determine in good faith (after consultation with legal counsel) that there is, under applicable standards of professional conduct, a conflict or any significant issue between the positions of FindWhat or the Surviving Corporation and any of such Indemnified Parties, provided that the Surviving Corporation's counsel shall be reasonably satisfactory to the Indemnified Parties. If the Surviving Corporation assumes such defense, the Indemnified Parties shall have the right (but not the obligation) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Surviving Corporation. Whether or not the Surviving Corporation chooses to assume the defense of any such Action, the Surviving Corporation and FindWhat shall cooperate in the defense thereof. If the Surviving Corporation fails to so assume the defense thereof, the Indemnified Parties may retain counsel reasonably satisfactory to the Surviving Corporation and the Surviving Corporation shall pay the reasonable fees and expenses of such counsel promptly after statements therefor are received; provided that the Indemnified Parties on whose behalf expenses are advanced provide (x) a written affirmation of their good faith belief that the standard of conduct necessary for indemnification under Section 145 of the DGCL has been met, and (y) an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification under Section 145 of the DGCL. Neither FindWhat nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, in the event that any claim or claims for indemnification are asserted or made within such a period of six years after the Effective Time, all rights to indemnification in respect of any such claim or claims (and the matters giving rise thereto) shall continue until the disposition of any and all such claim or claims (and the matters giving rise thereto). The Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to a single action unless any Indemnified Party determines in good faith (after consultation with legal counsel) that there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. In the event that FindWhat or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person and is 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 other assets to any person, then, and in each such case, Parent shall cause to the extent necessary to effectuate the purposes of this Section 5.2(b), proper provision to shall be made so that the successors and assigns of FindWhat and the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition5.2(b), and none of the actions described in the event clause (Ai) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (Bii) Parent takes shall be taken until such provision is made. Nothing in this Section 5.2(b) is intended to modify adversely any action existing rights to materially impair the financial ability indemnification of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectan Indemnified Party from Espotting. (ciii) For six years after the Effective Time, Parent FindWhat shall cause the Surviving Corporation to maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s Espotting's current officers', directors’ ' and officers’ employees' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Company’s Espotting's officers' and directors’ and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to ParentFindWhat), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that Parent FindWhat may (i) substitute therefor policies of Parent FindWhat containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts amount no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)officers; provided, furtherhowever, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent 5.2(b) FindWhat shall not be obligated to pay more than 250annual premiums in excess of 300% of the annual premiums currently amount per annum paid by the Company Espotting in its last full fiscal year; and provided further that if FindWhat is not able to obtain such coverage for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided300% amount, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent FindWhat shall only nevertheless be obligated to provide such coverage as may be obtained annually for such 300% amount and provided further that notwithstanding the foregoing, the Surviving Corporation may satisfy its obligations under this Section 5.2(b) by purchasing a "tail" policy under Espotting's existing directors' and officers' insurance policy that (i) has an effective term of six years from the Effective Time, (ii) covers those persons who are currently covered, or will be covered on or prior to the Effective Time, by Espotting's directors' and officers' insurance policy in effect on the date hereof for actions and omissions occurring on or prior to the Effective Time and (iii) contains terms and conditions (including without limitation coverage amounts) that are at least as favorable in the aggregate amountas the terms and conditions of Espotting's directors' and officers' insurance policy in effect on the date hereof. (div) The provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation with respect to indemnification and exculpation as set forth in Section 5.2(b)(i) above shall 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 any of the Indemnified Parties. (v) The obligations of FindWhat or the Surviving Corporation under this Section 5.2(b) are subject to the conditions that each Indemnified Party shall comply with the reasonable requests of the Surviving Corporation or FindWhat in defending or settling any action hereunder and that any Indemnified Party shall approve any proposed settlement of any such action if (i) such settlement involves no finding or admission of any liability by any Indemnified Party, and (ii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Surviving Corporation or FindWhat. (vi) The provisions of this Section 5.05 5.2(b) are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified partyIndemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. FindWhat hereby guarantees the performance by Surviving Corporation of its obligations under this Section 5.2(b).

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to VeraSun and Sub agree that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and US BioEnergy or its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificates of incorporation or by-laws (or comparable organizational documents) and any Subsidiary indemnification or any written indemnification Contract between such directors or officers and the Company (in each case, other agreements of US BioEnergy as in effect on the date hereof)of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that VeraSun or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent VeraSun shall cause proper provision to be made so that the successors and assigns of VeraSun or the Surviving Corporation shall expressly Corporation, as applicable, assume the obligations of VeraSun or the Surviving Corporation, as applicable, set forth in this Section 5.05. 5.06 In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent that VeraSun takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a)5.06, Parent VeraSun will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, Corporation to satisfy such obligations will not be diminished in any material respect. (c) For six years from and after the Effective Time, Parent VeraSun shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the CompanyUS BioEnergy’s current directors’ and officers’ liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, Time covering each person currently covered by the CompanyUS BioEnergy’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereofof this Agreement; provided that VeraSun may substitute therefor policies of VeraSun or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect in no event shall VeraSun be required to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing pay annual premiums for insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 5.06(c) in excess of 250% of the amount of the annual premiums currently paid by the Company for such insurance (which annual premiums are US BioEnergy in 2006 as set forth in Section 5.05(c5.06(c) of the Company US BioEnergy Disclosure Schedule); provided, further that, it is understood and agreed provided that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent VeraSun shall only nevertheless be obligated to provide such coverage as may be obtained for such aggregate 250% amount. Alternatively, at US BioEnergy’s option, prior to the Effective Time, US BioEnergy may purchase a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as US BioEnergy’s current directors’ and officers’ liability insurance with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby; provided, however, that in no event shall any such policy require payment of annual premiums for such insurance in excess of 250% of the amount of the annual premiums paid by US BioEnergy in 2006 as set forth in Section 5.06(c) of the US BioEnergy Disclosure Schedule. If such “tail” prepaid policy has been obtained in accordance with this Section 5.06(c), VeraSun shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by it and the Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder. (d) The provisions of this Section 5.05 5.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. VeraSun will pay (as incurred) all out-of-pocket expenses, including reasonable fees and expenses of counsel, that a current or former director or officer of US BioEnergy may incur in enforcing the indemnity and other obligations provided for in this Section 5.06.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents Company's Certificate of any Subsidiary Incorporation or any written indemnification Contract between such directors Bylaws or officers and the Company (in each case, as in effect pursuant to agreements existing on the date hereof)of this Agreement shall be assumed by the Surviving Corporation, and Parent shall cause the Surviving Corporation to honor such obligations in accordance with the terms thereof, without further action, as of the Effective Time Time, and such obligations shall survive the Merger and shall rights will continue in full force and effect effort in accordance with their respective terms. (b) In the event that . Such rights, and the Surviving Corporation Corporation's and Parent's related obligations, shall apply in all respects to the current or any former directors, officers and employees of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume Company Subsidiaries as though such directors, officers and employees were entitled to indemnification rights pursuant to the obligations set forth Company's Certificate of Incorporation or Bylaws as in this Section 5.05effect on the date hereof or pursuant to such agreements, as the case may be. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal from and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that of the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as who become or remain directors or officers of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated entitled to pay more than 250% the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) as are afforded to other directors and officers of Parent. Notwithstanding any other provision hereof, the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 5.5 (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. (b) Parent shall, and shall cause the Surviving Corporation or one of its Affiliates to, maintain in effect for six years after the Effective Time policies of directors' and officers' liability insurance equivalent in all material respects to those maintained by or on behalf of the Company and the Company Subsidiaries on the date hereof (and having coverage and containing terms and conditions which in the aggregate are not less advantageous to the persons currently covered by such policies as insured) with respect to claims arising from any actual or alleged wrongful act or omission occurring at or prior to the Effective Time for which a claim has not been made against any director or officer of the Company or any director or officer of the Company Subsidiaries prior to the Effective Time.

Indemnification, Exculpation and Insurance. (a) Parent For a period of six (6) years following the Closing Date, Buyer shall cause the Surviving Corporation Company to assume the obligations with respect to maintain all rights of the current or former directors, officers or managers (or individuals holding similar positions) of the Company who have the right to indemnification and or exculpation from liabilitiesby the Company (collectively, including advancement of expenses, the “Indemnitees”) for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries Closing Date as provided in the certificate of formation or limited liability company agreement of the Company Certificateas now in effect and the indemnification agreements or other arrangements set forth on Schedule 6.6(a) (collectively, the “Indemnification Rights”). The Indemnification Rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. (b) Buyer hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by persons other than the Company Bylaws(collectively, the organization documents “Indemnitors”). Buyer hereby agrees (i) that the Company is the indemnitor of first resort (i.e., its obligations to the Indemnitees are primary and any Subsidiary obligation of the Indemnitors are secondary), and (ii) the Company shall be required to (and Buyer shall cause the Company to) advance the full amount of expenses incurred by any Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent (x) legally permitted and (y) required by the terms of this Agreement or the Company’s certificate of formation or limited liability company agreement (or any written indemnification Contract between such directors or officers arrangement set forth on Schedule 6.6(a)), without regard to any rights the Indemnitee may have against the Indemnitors. Buyer and the Company irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Buyer and the Company further agree that no advancement or payment by an Indemnitor on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the Company shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. Buyer and the Indemnitees agree that the Indemnitors are express third party beneficiaries of the terms of this Section 6.6(b). (c) On or prior to the Closing Date, Seller shall obtain a six (6) year tail insurance policy (the “D&O Tail Policy”) with respect to officers’ and directors’ liability insurance covering the Persons who are presently covered by the Company’s (or a parent company’s) officers’ and directors’ liability insurance policy, with respect to actions and omissions occurring prior to the Closing, on terms consistent in each case, as all material respects with the Company’s existing policy in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (bd) The obligations of Buyer under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 6.6 applies without the consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.6 applies shall be express third party beneficiaries of this Section 6.6). (e) Buyer shall have the right (but not the obligation) to control the defense of, including the investigation of, any litigation, claim or proceeding (each, a “Claim”) relating to any acts or omissions covered under this Section 6.6 with counsel selected by Buyer; provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at their own expense. (f) Each of Buyer and the Indemnitee shall, and Buyer shall cause the Company to, reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense of any Claim and shall provide reasonable access to properties and individuals as reasonably requested in advance in writing and confirmed by the Company and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) In the event that Buyer, the Surviving Corporation Company or any of its their successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of Buyer and the Surviving Corporation Company shall expressly assume all of the obligations of Buyer and the Company set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.6. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificates of incorporation or bylaws (or comparable organizational documents) and any Subsidiary indemnification or any written indemnification Contract between such directors or officers and other agreements of the Company (in each case, case as in effect on the date hereof)of this Agreement or as amended or entered into prior to the Effective Time with the consent of Parent) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.05. (c) For six years after From the Offer Closing through the sixth (6th) anniversary of the Effective TimeTime (such period, the "Tail Period"), Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s 's current directors’ ' and officers’ ' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Company’s 's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereofof this Agreement; providedprovided that in no event shall Parent be required to pay in any one (1) year during the Tail Period premiums for insurance under this Section 6.05(c) that in the aggregate exceed one-hundred fifty percent (150%) of the aggregate premiums paid by the Company in 2007 for such purpose (which aggregate premiums for 2007 are hereby represented and warranted by the Company to be $215,000), howeverit being understood that Parent shall nevertheless be obligated to provide such coverage, with respect to the entire Tail Period, as may be obtained for such one-hundred fifty percent (150%) amount; provided further that Parent may (i) substitute therefor policies of Parent containing any reputable insurance company or (ii) satisfy its obligation under this Section 6.05(c) by causing the Company to obtain, on or prior to the Closing Date, prepaid (or "tail") directors' and officers' liability insurance policy at Parent's expense, in each case, the material terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable to such directors and officers or (ii) request that than the Company obtain such extended reporting period insurance coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation otherwise required under this Section 5.05(c6.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each current (as of the Effective Time) and each former officer or director of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or related to assume such Indemnified Parties’ service as a director, officer or employee of the Company or its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the transactions contemplated by this Agreement, to the fullest extent provided as of the date hereof in the Company Constituent Documents or contractual arrangements of the Company or its Subsidiaries existing as of the date hereof. In the event of any such Action, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as of the date of this Agreement and any existing contractual arrangements of the Company or its Subsidiaries. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any payment or advance in respect of the indemnification obligations with respect set forth in this Section 5.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent. (b) Except as may be required by applicable Law, Parent and the Company agree that for a period of six years from the Effective Time, all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its Subsidiaries any Indemnified Party as provided in the Company CertificateConstituent Documents (or, as relevant, those of the Company Bylaws, the organization documents of Subsidiary) or in any Subsidiary or any written indemnification Contract agreement between such directors or officers Indemnified Party and the Company (in each case, as in effect on the date hereof), without further action, as or any of the Effective Time and such obligations its Subsidiaries shall survive the Merger and shall continue in full force and effect effect, and for a period of six years from the Effective Time shall not be amended, repealed or otherwise modified in accordance with their termsany manner that would adversely affect any right thereunder of any such Indemnified Party. (bc) Parent shall, in its sole discretion, either (i) cause the Surviving Corporation to continue to maintain in effect for a period of six years from the Effective Time for the Persons who, as of the date of this Agreement, are covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policy (“D&O Insurance”), D&O Insurance with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as provided in the Company’s and its Subsidiaries’ policies as of the date hereof, or, if such insurance is unavailable, the Surviving Corporation shall purchase the best D&O Insurance reasonably available for such six-year period with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as provided in the Company’s and its Subsidiaries’ policies as of the date hereof, or (ii) prior to the Effective Time, pay for and cause to be obtained, and to be effective at the Effective Time, one or more prepaid “tail” insurance policies for the Persons who, as of the date hereof, are covered by the Company’s existing D&O Insurance, with a claims period of at least six years from the Effective Time with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as the Company’s and its Subsidiaries’ existing D&O Insurance, for claims arising from facts or events that occurred prior to the Effective Time, covering without limitation the transactions contemplated hereby; provided, that the maximum aggregate premium for such D&O Insurance that Parent shall be required to expend shall not exceed two hundred percent (200%) of the annual D&O Insurance premium for the Company’s current fiscal year, which annual premiums are set forth in Section 3.16 of the Company Disclosure Letter; and if such amount is not sufficient to purchase D&O Insurance in such maximum amount, then Parent shall purchase such amount of insurance with the best coverage reasonably available as can be purchased for an aggregate amount that is equal to two hundred percent (200%) of the annual premium for such policies for the Company’s current fiscal year. Parent shall cause the Surviving Corporation to comply with its obligations under such policies for the full term of at least six years. (d) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is entitled to indemnification is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 5.9 shall continue in effect until the final disposition of such Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. After the Effective Time, the obligations set forth in this Section 5.9 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (or any other Person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 5.9(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other Person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 5.9(c) (and their heirs and representatives). The provisions of this Section 5.9 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) In the event that the Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.9. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause For six years after the Surviving Corporation to assume the obligations Effective Time and thereafter with respect to any claims during such six year period, NTL shall indemnify, defend and hold harmless the current or former directors and officers of Partners and its subsidiaries (each, an "Indemnified Party") against all rights to indemnification and exculpation from liabilitiescosts or expenses (including reasonable attorneys' fees), including advancement judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor to the fullest extent that Partners is permitted to indemnify such persons under the laws of the current or former directors or officers of the Company Bermuda and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, Partners's bye-laws as in effect on the date hereofhereof (and NTL shall advance expenses (including expenses constituting Costs described in Section 5.8(d)) as incurred to the fullest extent permitted under applicable law. In addition, without further action, as of from and after the Effective Time Time, directors and such obligations shall survive officers of Partners who become directors or officers of NTL or the Merger Amalgamated Company will be entitled to the same indemnity rights and shall continue in full force protections as are afforded to other directors and effect in accordance with their termsofficers of NTL. (b) In the event that the Surviving Corporation NTL or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly NTL assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.8. (c) For six years after the Effective Time, Parent NTL shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s provide to Partners's current directors’ directors and officers’ officers liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s Comcast Corporation's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, provided that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent no event shall NTL be obligated required to pay expend more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that $360,000 in the event aggregate to maintain such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountcoverage. (d) The provisions of this Section 5.05 5.8 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified partyIndemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. Each Indemnified Party is hereby expressly made a third party beneficiary of the provisions in favor of the Indemnified Parties set forth in this Section 5.8. NTL will pay all reasonable Costs, including attorney's fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.8.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to Provident agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company UNUM or Provident and its Subsidiaries their respective subsidiaries as provided in the Company Certificatetheir respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of UNUM or Provident, the Company Bylawsexistence of which does not constitute a breach of this Agreement, shall be assumed by the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and Surviving Corporation in the Company (in each case, as in effect on the date hereof)Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. In addition, from and after the Effective Time, directors and officers of UNUM or Provident who become directors or officers of the Surviving Corporation will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of the Surviving Corporation. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.08. (c) For six years after the Effective Time, Parent the Surviving Corporation shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s better of UNUM's and Provident's respective current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s either UNUM's or Provident's respective directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that Parent the Surviving Corporation may (i) substitute therefor policies of Parent the Surviving Corporation or its subsidiaries containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts amount no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)officers; provided, provided further, that if the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much directors' and officers' liability insurance as can be obtained for the remainder of such period for a premium not in satisfying its obligation excess of 150% of the higher of (x) the aggregate premiums paid by UNUM in 1998 and (y) the aggregate premiums paid by Provident in 1998, in each case on an annualized basis for such purpose and that in no event shall the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 2505.08(c) in excess of 150% of the annual higher of the two amounts of aggregate premiums currently paid by the Company UNUM and Provident in 1998 on an annualized basis for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountpurpose. (d) The provisions of this Section 5.05 5.08 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause The articles of incorporation and the bylaws of the Surviving Corporation to assume shall contain the obligations provisions with respect to all rights to indemnification and exculpation from liabilitiesliability set forth in the Company's articles of incorporation and bylaws on the date of this Agreement, including advancement which provisions shall not be amended, repealed or otherwise modified for a period of expenses, for acts or omissions occurring at six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time now existing in favor were directors, officers, employees or agents of the current or former Company, unless such modification is required by law. Parent hereby unconditionally and irrevocably guarantees for the benefit of the Company's directors or and officers the obligations of the Company and its Subsidiaries as provided in the Surviving Corporation under the foregoing indemnification arrangements, including any such existing indemnification agreements to which the Company Certificateis a party; provided, however, that in no event shall the Company Bylaws, amount of such guarantee exceed an amount permitted for such a guarantee under the organization documents terms of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsParent's credit agreement. (b) In the event that If Parent, the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person and is 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 other assets to any person, then, then and in each such case, Parent proper provisions shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.6. (c) For six years after Parent shall, to the fullest extent permitted by applicable law, indemnify and defend (and bear all costs and expenses, including without limitation reasonable attorneys' fees and costs, associated therewith) each officer and director of the Company serving as such immediately before the Effective Time for and against any and all claims, damages and losses relating to or arising out of (i) their performance of their respective Company duties prior to the Effective Time, or (ii) the consummation of any of the transactions contemplated in this Agreement Parent shall maintain (directly or indirectly through cause the Company’s existing insurance programs) in effect the Company’s current Surviving Corporation to provide officers' and directors’ and officers’ ' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, Time covering each such person currently covered by the Company’s 's officers' and directors’ and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; hereof (or, if such insurance policy cannot be obtained, such insurance policy on terms with respect to coverage and amount as favorable as can be obtained, subject to the proviso at the conclusion of this sentence), provided, however, that Parent may (i) substitute therefor policies the aggregate cost of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that insurance over such four-year period shall not exceed the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as product of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid four multiplied by the Company premium cost for such insurance (which annual premiums are set forth in Section 5.05(c) of policy during the Company Disclosure Schedule); providedyear ended April 30, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount1997. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause From and after the Effective Time, each of Parent, Merger Sub, Merger Sub I, the Surviving Corporation to assume and the obligations with respect to all rights to indemnification Ultimate Surviving Entity agrees that it will indemnify and exculpation from liabilitieshold harmless, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or fullest extent permitted under applicable Laws, each present and former directors or officers director and officer of the Company and its Subsidiaries (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as provided in a director, officer, employee or agent of the Company Certificateor its Subsidiaries or services performed by such Indemnified Parties at the request of the Company or its Subsidiaries at or prior to the Second Effective Time, whether asserted or claimed prior to, at or after the Second Effective Time, including the Mergers. Each of Parent, Merger Sub, Merger Sub I, the Company Bylaws, Surviving Corporation and the organization documents Ultimate Surviving Entity shall also pay expenses (including attorney’s fees) incurred by an Indemnified Party in advance of the final disposition of any Subsidiary such claim, action, suit, proceeding or investigation to the fullest extent permitted under applicable Laws. (b) The rights of the Indemnified Parties under this Section 5.9 shall be in addition to any written indemnification Contract between rights such directors Indemnified Parties may have under the Company Charter or officers the Company Bylaws and the Company certificate of incorporation and by-laws (or comparable organizational documents) of each of its Subsidiaries, or under any applicable Contracts or Laws. Parent, Merger Sub and Merger Sub I agree that all rights to indemnification, advancement of expenses and exculpation of liabilities existing in each case, favor of the Indemnified Parties as in effect on the date hereof), without further action, as of this Agreement for acts or omissions occurring prior to the Second Effective Time shall be assumed and such obligations shall survive performed by the Merger Ultimate Surviving Entity and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For a period of six (6) years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete and accurate copy of which has been heretofore delivered made available to Parent), on terms with respect ) for acts or omissions occurring prior to such coverage and amounts no less favorable than those of such policy in effect on the date hereofEffective Time; provided, however, that Parent may (i) substitute therefor policies of Parent containing an insurance company the material terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable in any material respect to such directors and officers than the Company’s existing policies as of the date hereof or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, however, the Company may, at its election, obtain prior to the Effective Time a “tail” policy with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable to the directors and officers covered under such insurance policy as the limits, terms and conditions in the existing policies of the Company; provided, further, however, that in satisfying its obligation no event shall Parent or the Company be required to pay annual premiums for insurance under this Section 5.05(c), neither 5.9(c) in excess of 300% of the Company nor Parent shall be obligated to pay more than 250% amount of the annual premiums currently paid by the Company for fiscal year 2014 for such insurance purpose (which annual fiscal year 2014 premiums are hereby represented and warranted by the Company to be as set forth in Section 5.05(c5.9(c) of the Company Disclosure ScheduleLetter) (the aggregate amount of such annual premiums, the “Maximum Premium”); provided, further that, it is being understood that Parent and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent Company shall only nevertheless be obligated to provide such as much coverage as may be obtained for the Maximum Premium. Notwithstanding the preceding, the Company may at its option purchase a “tail” policy prior to the Effective Time, in which case Parent’s only obligations pursuant to this Section 5.9(c) shall be to maintain such aggregate amount“tail” policy in full force and effect and continue to honor the obligations thereunder and Parent shall not be otherwise required under this Section 5.9(c) to cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance; provided, further, that the Company may not expend more than the Maximum Premium for such “tail” policy. (d) In the event that Parent, the Ultimate Surviving Entity or any of its successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall cause proper provision to be made so that the successor and assign of Parent or the Ultimate Surviving Entity assumes the obligations set forth in this Section 5.9. (e) The provisions of this Section 5.05 (i) 5.9 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified partyIndemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiselegal representatives.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof)of this Agreement and set forth in Section 5.04 of the Company Letter shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect for at least six years following the Effective Time in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor the foregoing obligations; provided, however, that in the event the Surviving Corporation does not have the resources to honor the foregoing obligations, Parent shall honor such obligations. For the avoidance of doubt, the applicable rights of indemnification, advancement of expenses and exculpation contemplated by this Section 5.04(a) and pursuant to the terms of any certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries as in effect at or prior to the Effective Time shall not be impaired by any modification of such terms in any amendment or restatement of any such certificate of incorporation or bylaws (or comparable organizational documents) following the Effective Time (including in connection with the filing of the Certificate of Merger). (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, or if Parent dissolves the Surviving Corporation then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.04. (c) For The Company shall obtain, or cause to be obtained, at Parent’s expense, as of the Effective Time a “tail” insurance policy with a claims period of six years after from the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current Time with respect to directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts that are no less favorable than those of such policy of the Company in effect on the date hereofof this Agreement, which insurance shall, prior to the Closing, be in effect and prepaid for such six-year period; providedprovided that in no event shall Parent or the Surviving Corporation be required to pay or shall the Company be permitted to expend, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting entire six-year period coverage under its existing insurance programs (to be effective as of following the Effective Time); provided, further, that in satisfying its obligation premiums for insurance under this Section 5.05(c), neither 5.04(c) which in the Company nor Parent shall be obligated to pay more than 250aggregate exceed 200% of the annual aggregate premiums currently paid by the Company for the period from February 2010 to, and including, February 2011, for such insurance purpose (which annual premiums for such period are set forth in Section 5.05(c) of hereby represented and warranted by the Company Disclosure Scheduleto be $479,738); provided, further that, it is understood and agreed provided that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only nevertheless be obligated to provide such coverage coverage, with respect to the entire six-year period following the Effective Time, as may be obtained for such aggregate 200% amount. For the avoidance of doubt, nothing in this Section 5.04(c) shall require Parent to make expenditures exceeding $959,476 in the aggregate. If requested by Parent, the Company shall issue a broker of record letter naming the insurance broker selected by Parent to effect such runoff coverage, and the Company shall provide all cooperation and information reasonably requested by Parent and the selected insurance broker with respect to the procurement of such runoff coverage. (d) The provisions of this Section 5.05 5.04 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification to, indemnify and exculpation hold harmless from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor those classes of the current or former directors or officers of persons currently entitled to indemnification from the Company and its Subsidiaries the Company Subsidiary (and any other subsidiary formed after the date hereof with the written consent of Parent) as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and to cause the Company Certificate, Surviving Corporation in the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof)Merger to assume, without further action, as of the Effective Time any indemnification agreements of the Company in effect as of the date hereof; provided, however, that (i) those persons entitled to recovery pursuant to the terms of those insurance policies issued to Imperial Bancorp and Comerica Incorporated as set forth in Section 5.03(c) of the Company Disclosure Schedule (including any endorsements and/or replacements thereto, the "Insurance Policies") shall not be entitled to duplication of recovery under the Insurance Policies, on the one hand, and from Parent or the Surviving Corporation, on the other, and (ii) Parent and the Surviving Corporation shall be subrogated to the rights of those persons entitled to recover pursuant to the Insurance Policies; provided, that the timing and amount of any recovery under the Insurance Policies shall not affect Parent's or the Surviving Corporation's obligations pursuant to this Section 5.03. The parties agree to use commercially reasonable efforts to ensure that there is no duplication of recovery under the Insurance Policies and this Section 5.03. Subject to clauses (i) and (ii) of the preceding sentence, Parent also agrees to, or shall cause the Surviving Corporation to, advance expenses to any such obligations person promptly upon receipt of an undertaking from such person that such expenses shall survive be repaid should it be ultimately determined that such person is not entitled to indemnification. In addition, from and after the Merger Effective Time, directors and shall continue in full force officers of the Company who become directors or officers of Parent or any of its subsidiaries will be entitled to indemnification under Parent's or any of its subsidiaries' certificate of incorporation and effect by-laws (or comparable organizational documents), as the same may be amended from time to time in accordance with their termsterms and applicable law, and to all other indemnity rights and protections as are afforded to other directors and officers of Parent or any of its subsidiaries. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) except for any disposition of assets by the Surviving Corporation required by applicable law in connection with the Merger, transfers or conveys all or substantially all of its properties and other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.03. (c) For six years after Pursuant to the Effective TimeExecutive Liability and Indemnification Polices Maintenance Agreement between Company and Comerica Incorporated, Parent shall maintain (directly or indirectly through dated as the date hereof, the parties hereby acknowledge that the Company’s existing insurance programs) in effect the Company’s current directors’ 's directors and officers’ liability insurance in respect officers shall be insured for any acts of acts or omissions occurring at or prior to the Effective TimeTime pursuant to the Insurance Policies. Parent shall, covering each person currently covered by or shall cause the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered Surviving Corporation, to Parent), on terms with respect make all deductible payments relating to claims under such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountInsurance Policies. (d) The provisions of this Section 5.05 5.03 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause Without limiting any additional rights that any current or former officer or director may have under the Company Charter or Company Bylaws as in effect on the date of this Agreement in their capacity as such, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent, the Surviving Corporation and the Surviving LLC shall indemnify and hold harmless each current (as of immediately prior to assume the obligations Effective Time) and each former officer and director of the Company from and against any and all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person in connection with respect any action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to all rights to indemnification and exculpation from liabilitiesthe fact that the indemnified Person is or was an officer, including advancement director or employee of expenses, for acts the Company or omissions occurring any of its Subsidiaries at or prior to the Effective Time now existing Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent the Company would have been required to do so under the Company Charter, Company Bylaws or DGCL (for the avoidance of doubt, subject to the limitations on the Company’s ability to indemnify its directors and officers under Section 145 of the DGCL). In the event of any such action, suit or proceeding, each such indemnified Person shall be entitled to advancement of expenses incurred in favor the defense of such action, suit or proceeding from the Surviving Corporation and the Surviving LLC to the fullest extent that the Company would be permitted to advance such expenses under the DGCL. Each of Parent, the Surviving Corporation and the Surviving LLC agrees, and Parent agrees to cause each of the Surviving Corporation and the Surviving LLC, to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in its organizational documents provisions for the exculpation, indemnification and advancement of expenses of the current or and former directors or and officers of the Company and its Subsidiaries as provided currently existing in the Company Certificate, the Charter and Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation or any For a period of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person Person currently covered by the Company’s directors’ and officers’ liability insurance policy policies (a correct and complete and accurate copy of which has been heretofore delivered made available to Parent), on terms with respect ) for acts or omissions occurring prior to such coverage and amounts no less favorable than those of such policy in effect on the date hereofEffective Time; provided, however, that Parent may (i) substitute therefor policies of Parent containing an insurance company the material terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable in any material respect to such directors and officers than the Company’s existing policies as of the date hereof or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); and provided, further, that in satisfying its obligation no event shall Parent or the Company be required to pay aggregate premiums for insurance under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 2505.9(b) in excess of 300% of the annual amount of the aggregate premiums currently paid by the Company for policy year 2012-2013 for such insurance purpose (which annual policy year 2012-2013 premiums are hereby represented and warranted by the Company to be as set forth in Section 5.05(c5.9(b) of the Company Disclosure ScheduleLetter); provided, further that, it is being understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only nevertheless be obligated to provide such coverage as may be obtained for such aggregate 300% amount. (dc) The provisions of this Section 5.05 5.9 (i) shall survive consummation of the Merger and the Second Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified partyPerson, his or her heirs and his or her representatives legal representatives, and each such Person shall be an intended third party beneficiary of the provisions of this Section 5.9, and (ii) are in addition to, and not in substitution forfor or limitation of, any other rights to indemnification or contribution that any such person Person may have by Contract Contract. Without limiting the generality of the foregoing, the obligations of Parent, the Surviving Corporation and the Surviving LLC under this Section 5.9 shall not be terminated or otherwisemodified in such a manner as to adversely affect the rights of any indemnified Person to whom this Section 5.9 applies unless such Person shall have consented thereto in writing. (d) In the event that Parent, the Surviving Corporation, the Surviving LLC, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving 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 and assigns of Parent, the Surviving Corporation and/or the Surviving LLC shall assume all of the obligations of Parent, the Surviving Corporation and/or the Surviving LLC, as the case may be, set forth in this Section 5.9.

Indemnification, Exculpation and Insurance. (a) Parent For a period of six years from the Effective Time, Biovail shall cause maintain in effect the Surviving Corporation exculpation, indemnification and advancement of expenses provisions of any certificate of incorporation and by-laws or similar organization documents of each of Biovail, the Biovail Subsidiaries, Valeant and the Valeant Subsidiaries in effect immediately prior to assume the obligations Effective Time and with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring prior to the Effective Time or in any indemnification agreements of Biovail, the Biovail Subsidiaries, Valeant or the Valeant Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time and with respect to acts or omissions prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of Biovail’s or the Surviving Company’s certificate of incorporation and by-laws in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of Biovail, any of the Biovail Subsidiaries, Valeant or any of the Valeant Subsidiaries. (b) For a period of six years after the Effective Time, Biovail shall indemnify and hold harmless the individuals who on or prior to the Effective Time now existing were officers, directors and employees of Biovail or the Biovail Subsidiaries or were serving at the request of Biovail as an officer, director or employee of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Biovail Indemnitees”) with respect to all acts or omissions by them in favor their capacities as such or taken at the request of Biovail or any of the current Biovail Subsidiaries at any time prior to the Effective Time to the extent provided under the Biovail Charter or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as Biovail Bylaws in effect on the date hereofof this Agreement (including with respect to the advancement of expenses). (c) For a period of six years after the Effective Time, without further actionBiovail shall, and shall cause the Surviving Company to, indemnify and hold harmless the individuals who on or prior to the Effective Time were officers, directors and employees of Valeant or the Valeant Subsidiaries or were serving at the request of Valeant as an officer, director or employee of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Valeant Indemnitees” and, together with the Biovail Indemnitees, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of Valeant or any of the Valeant Subsidiaries at any time prior to the Effective Time to the extent provided under the Valeant Charter or Valeant Bylaws in effect on the date of this Agreement (including with respect to the advancement of expenses). Biovail shall, and shall cause the Surviving Company to, honor all indemnification agreements with the Indemnitees (including under the Valeant Bylaws) in effect as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect date of this Agreement in accordance with their termsthe terms thereof. (bd) For six years after the Effective Time, Biovail shall procure the provision of officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by Biovail’s officers’ and directors’ liability insurance policy on terms with respect to coverage and in amounts no less than those of the policy in effect on the date of this Agreement. In lieu of such insurance, prior to the Closing Date, Biovail may, following consultation with Valeant, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for Biovail and its respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Biovail, in which event Biovail shall cease to have any obligations under the first sentence of this Section 6.05(d). (e) For six years after the Effective Time, Biovail shall procure the provision of officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by Valeant’s officers’ and directors’ liability insurance policy on terms with respect to coverage and in amounts no less than those of the policy in effect on the date of this Agreement. In lieu of such insurance, prior to the Closing Date, Valeant may, following consultation with Biovail, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for Valeant and its respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Valeant, in which event Biovail or the Surviving Company, as the case may be, shall cease to have any obligations under the first sentence of this Section 6.05(e). (f) In the event that Biovail or the Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent Biovail shall cause proper provision to be made so that the successors and assigns of Biovail or the Surviving Corporation shall expressly Company, as the case may be, assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.05. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (dg) The provisions of this Section 5.05 6.05 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified partyIndemnitee, his or her heirs and his or her representatives and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract contract or otherwise. Biovail shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnitee in enforcing the indemnity and other obligations provided in this Section 6.05, provided that such Indemnitee is successful in enforcing any such enforcement claim.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now and rights to advancement of expenses relating thereto existing as of the date hereof in favor of any person who is or prior to the current Effective Time becomes, or former directors has been at any time prior to the date hereof, a director or officers officer of the Company and or any of its Subsidiaries (each, an “Indemnified Party”) as provided in the Company CertificateCertificate of Incorporation, the Company Bylaws, the organization equivalent organizational documents of any Subsidiary of the Company which has been made available to Parent, or any written indemnification Contract agreement between such directors or officers Indemnified Party and the Company (in each caseor any of its Subsidiaries which has been made available to Parent, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their respective terms. . For a period of six (b6) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through cause the Company’s existing insurance programs) in effect Surviving Corporation Certificate of Incorporation and the Company’s current directors’ bylaws of the Surviving Corporation to contain provisions no less favorable with respect to indemnification, exculpation, limitation of liabilities and officers’ liability insurance advancement of expenses with respect to present and former directors and officers of the Company and its Subsidiaries in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective TimeTime than are as set forth in the Company Certificate of Incorporation or the Company Bylaws and shall not amend, covering each person currently covered by repeal or otherwise modify the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy Surviving Corporation Certificate of which has been heretofore delivered to Parent), on terms Incorporation or the bylaws of the Surviving Corporation in any manner that would adversely affect the rights thereunder of any Indemnified Parties with respect to such coverage indemnification, exculpation and amounts no less favorable than those limitation of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as liabilities of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% Indemnified Parties and advancement of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountexpenses. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause acknowledges and agrees that the Surviving Corporation to shall by operation of law assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees or officers agents of the Company and or any of its Subsidiaries to the same extent as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary Company’s or any written of its Subsidiaries’ certificate or articles of incorporation, bylaws or other organizational documents or any indemnification Contract between such directors directors, officers, employees or officers agents and the Company or any of its Subsidiaries (in each case, as in effect on the date hereofof this Agreement), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsterms for a period of not less than six (6) years from the Effective Time and that all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in 6.04 for a period of not less than six (6) years from the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectEffective Time. (c) For six (6) years after the Effective Time, Parent the Surviving Corporation shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), maintained by the Company or its Subsidiaries on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on comparable to the date hereofinsurance maintained currently by the Company or its Subsidiaries, as applicable; provided, however, provided that Parent the Surviving Corporation may (i) substitute therefor policies of Parent at least the same coverage containing terms and conditions which are not less advantageous to the beneficiaries of the current policies and with carriers having an A.M. Best “key rating” of A X or better, provided that such substitution shall not result in any gaps or lapses in coverage with respect to coverage (including as coverage relates matters occurring prior to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); , and provided, further, that in satisfying the Surviving Corporation shall first use its obligation under this Section 5.05(c)reasonable best efforts to obtain from such carriers a so-called “tail” policy providing such coverage and being effective for the full six (6) year period referred to above, neither the Company nor Parent and shall be obligated entitled to obtain such coverage in annual policies from such carriers only if it is unable, after exerting such efforts for a reasonable period of time, to obtain such a “tail” policy; and provided, further, that the Surviving Corporation shall not be required to pay more than 250an annual premium in excess of 200% of the last annual premiums currently premium paid by the Company for prior to the date of this Agreement (or, in the case of a “tail” policy obtained pursuant to the preceding provision, shall not be required to pay an aggregate premium therefor in excess of an amount equal to 300% of such last annual premium) and, if the Surviving Corporation is unable to obtain the insurance (which annual premiums are set forth in required by this Section 5.05(c) of the Company Disclosure Schedule6.04(c); provided, further that, it is understood and agreed that in shall obtain as much comparable insurance as possible for an annual premium (or an aggregate premium, as the event case may be) equal to such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate maximum amount. (d) The provisions of this Section 5.05 6.04 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives representatives, and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise. It is expressly agreed that the indemnified parties shall be third party beneficiaries of this Section 6.04.

Indemnification, Exculpation and Insurance. (a) The Parent shall cause the Surviving Corporation to assume the obligations with respect to and Merger Sub agree that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificate of incorporation or bylaws (or comparable organizational documents) and any Subsidiary or any written indemnification Contract between such directors or officers and agreements of the Company (in as each case, as is in effect on the date hereof), the existence of which has been disclosed in the Company Disclosure Letter, shall be assumed by the Parent and the Surviving Corporation, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Parent shall cause the Surviving Corporation to honor all such rights. (b) In the event that If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, or otherwise dissolves the Surviving Corporation, then, and in each such case, the Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.9. (c) For The Parent shall for a period of not less than six years after the Effective Time, Parent shall either (i) maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s 's current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time ("D&O Insurance") with respect to those Persons who are currently covered by the Company’s 's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; providedhereof or (ii) cause to be provided by a reputable insurance company coverage no less favorable, however, that Parent may (i) substitute therefor policies of Parent containing terms including with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable amount, to such directors and officers or (ii) request that officers, as the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective case may be, than the D&O Insurance, so long as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage canaggregate premium therefor would not be obtained for in excess of $1.2 million (such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise."Maximum Premium"

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to DWD agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company MS and its Subsidiaries subsidiaries as provided in the Company Certificatetheir respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of MS, the Company Bylawsexistence of which does not constitute a breach of this Agreement, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each caseshall be assumed by DWD, as the Surviving Corporation in effect on the date hereof)Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. In addition, from and after the Effective Time, directors and officers of MS who become directors or officers of DWD will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of DWD. (b) In the event that the Surviving Corporation DWD or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly DWD assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.08. (c) For six years after the Effective Time, Parent DWD shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s MS's current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s MS's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 5.08 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) The Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificate of incorporation or bylaws (or comparable organizational documents) and any Subsidiary or any written indemnification Contract between such directors or officers and agreements of the Company (in as each case, as is in effect on prior to the date hereofEffective Time), shall be assumed by the Surviving Corporation, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Parent shall cause the Surviving Corporation to honor all such rights. In the event that any Independent Directors remain on the Company's board of directors in accordance with the terms of Section 1.3(c), the Parent agrees to cause the Surviving Corporation to purchase a directors' and officers' liability insurance policy for the benefit of such Independent Directors on terms with respect to coverage and amounts no less favorable than those of the Company's directors' and officers' liability insurance policy currently in effect. The certificate of incorporation and bylaws of the Surviving Corporation will contain provisions with respect to such indemnification and elimination of liability for monetary damages at least as favorable to the directors and officers of the Company as those set forth in the current certificate of incorporation and bylaws of the Company, and for a period of six (6) years from the Effective Time, those provisions will not be repealed or amended or otherwise modified in any manner that would adversely affect the rights thereunder of the directors and officers of the Company, except to the extent, if any, that such modification is required by applicable law. (b) In the event that If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, or otherwise dissolves the Surviving Corporation, then, and in each such case, the Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.7. (c) For six years after At or prior to the earlier to occur of (i) the purchase of shares of Company Common Stock by the Purchaser pursuant to the Offer or (ii) the Effective Time, Parent the Company shall maintain (directly or indirectly through purchase directors' and officers' liability insurance coverage for the Company’s existing insurance programs's directors and officers for up to six years following the earlier to occur of (i) in effect the Company’s current directors’ and officers’ liability insurance in respect purchase of acts or omissions occurring at or prior shares of Company Common Stock by the Purchaser pursuant to the Offer or (ii) 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 heretofore delivered to Parent), on terms Time with respect to such claims arising from or related to facts or events which occurred at or before the Effective Time which shall provide them with the same coverage and amounts and containing terms and conditions which are no less favorable advantageous to the Company's current or former directors and officers than those of such policy in effect on the date hereof; provided, howeverprovided that the Company shall not pay (or be required to pay in the future) aggregate premiums for such insurance coverage in excess of $1,000,000. In addition, that Parent may at or before the earlier to occur of (i) substitute therefor policies the purchase of Parent containing terms with respect shares of Company Common Stock by the Purchaser pursuant to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers the Offer or (ii) request the Effective Time, the Purchaser and Parent acknowledge and agree that the Company obtain such extended reporting period coverage under will execute and deliver to each of its existing insurance programs (directors and officers an indemnification agreement in a form previously provided to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountParent. (d) The provisions of this Section 5.05 (i) 5.7 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to Cedar agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of Pine and the Company and its Pine Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificates of incorporation or by-laws (or comparable organizational documents) and any Subsidiary indemnification or other similar agreements of Pine or any written indemnification Contract between such directors or officers and of the Company (Pine Subsidiaries, in each case, case as in effect on the date hereof)of this Agreement, shall be assumed by Cedar in the Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation Cedar or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent Cedar shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly Cedar assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.05. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at At or prior to the Effective Time, covering each person currently covered by the Company’s Cedar shall purchase a “tail” directors’ and officers’ liability insurance policy (for Pine and its current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by Pine in a complete and accurate copy of which has been heretofore delivered form reasonably acceptable to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, Pine that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to shall provide such directors and officers or (ii) request that the Company obtain such extended reporting period with coverage under its existing insurance programs (to be effective as of for six years following the Effective Time); providedTime of not less than the existing coverage and have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance coverage currently maintained by Pine. Cedar shall maintain such policy in full force and effect, further, that in satisfying its obligation under this Section 5.05(c), neither and continue to honor the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountobligations thereunder. (d) The provisions of this Section 5.05 6.05 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party, his or her heirs and his or her representatives and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) The Parent shall cause the Surviving Corporation to assume the obligations with respect to and Merger Sub agree that, except as may be limited by applicable law, all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing as of the date hereof in favor of the current or former directors or officers of the Company and its Subsidiaries (each, an "Indemnified Person") as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificates of any Subsidiary incorporation and by-laws (or any written indemnification Contract between such directors or officers similar organizational documents) and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations provided under applicable state law shall survive the Merger Merger, shall be retained by such persons after the Merger, and shall continue in full force and effect after the Merger is consummated in accordance with their terms, and the obligation to provide such rights shall be assumed by the Surviving Corporation in the Merger at the Effective Time, without further action. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.8. (c) For six years after the Effective Time, Parent the Surviving Corporation shall maintain (directly or indirectly through and Parent shall cause the Company’s existing insurance programsSurviving Corporation to maintain) in effect the Company’s 's current directors’ ' and officers’ ' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Company’s 's directors’ ' and officers’ ' liability insurance policy (a complete in their capacities as directors and accurate copy of which has been heretofore delivered officers for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts no less favorable in any material respect to such directors and officers than those of such policy as in effect on the date hereofof this Merger Agreement; provided, however, provided that the Parent may (i) substitute therefor policies of Parent containing a reputable insurance company the material terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable in any material respect to such directors and officers than the insurance coverage otherwise required under this Section 5.8(c). The Company and the Surviving Corporation shall use their respective best efforts to negotiate a one time premium for such coverage, provided that the Company and the Surviving Corporation shall not be obligated to spend more than $700,000 for such one time premium. If the Company's existing carrier or a reputable insurance company is willing to provide such coverage in exchange for a one time premium but such one time premium exceeds $700,000, the directors of the Company immediately prior to the Effective Time (other than the Management Participants)(the "Non-Management Directors") shall be permitted to elect as a group either (i) to allow the Company or the Surviving Corporation to obtain as much comparable insurance as possible for a one time premium equal to $700,000 or (ii) request to seek coverage on a one-time premium basis from another carrier, in which event the Company (or, if the Company fails to do so, the Surviving Corporation) shall pay the cost of such alternate coverage up to an amount equal to $700,000. If neither the Company's carrier nor any reputable insurance company known to Parent is willing to provide such coverage in exchange for a one time premium, (i) the Surviving Corporation shall pay annual premiums for the coverage described in the first sentence of this Section 5.8(c), provided that the Company obtain Surviving Corporation shall not be obligated to pay annual premiums for such extended reporting period coverage under its existing insurance programs from any source other than the escrow account provided for in this Section 5.8(c), (ii) the Parent shall cause the Surviving Corporation to be effective as deposit $700,000 in an interest-bearing escrow account mutually satisfactory to Parent and a majority of the Non-Management Directors, such deposit to occur promptly after the Effective Time); provided, furtherand (iii) any taxes on the income earned in such account shall be paid from such account. (d) In the event that any action, that suit, proceeding or investigation is commenced relating to matters for which indemnification is provided hereunder or to the Transactions, whether such commencement is before or after the Effective Time, the parties hereto agree to cooperate and use their respective reasonable efforts to vigorously defend against and respond thereto and Parent shall be entitled to participate in satisfying the defense of such action, suit, proceeding or investigation at its obligation under expense. Notwithstanding anything contained in this Section 5.05(c5.8(d), neither the Company Merger Sub nor Parent the Surviving Corporation shall be obligated have any obligation hereunder to pay more than 250% any Indemnified Person if the indemnification of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that Indemnified Person in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountmanner contemplated hereby is prohibited by applicable law. (de) The provisions of this Section 5.05 (i) 5.8 are intended to be for the benefit of, and will be enforceable by, each indemnified partyIndemnified Person, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiserepresentatives.

Indemnification, Exculpation and Insurance. (a) Parent From and after the Closing Date, Purchaser shall cause the Surviving Corporation Company and its Subsidiaries to assume continue to indemnify, defend and hold harmless, to the obligations fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company or any of the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of the Subsidiaries at any time prior to the Closing Date to the fullest extent that the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Law. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries Closing Date as provided in the Company Certificate, respective certificate of incorporation or by-laws or comparable organizational documents of the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and of the Company (in each case, Subsidiaries as now in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights as they relate to any period prior to Closing shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Purchaser shall pay any expenses of any Indemnitee under this Section 8.7, as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances (i) to the extent required by applicable Law or (ii) if it is ultimately determined that such person is not entitled to indemnification. (b) In Purchaser, from and after the event that the Surviving Corporation or any of its successors or assigns Closing Date, shall cause (i) consolidates the certificate of incorporation and by-laws of Purchaser to contain provisions no less favorable to the Indemnitees with or merges into any other person respect to limitation of certain liabilities of directors, officers, employees and is not agents and indemnification than are set forth as of the continuing or surviving corporation or entity date of such consolidation or merger or this Agreement in the certificate of incorporation and by-laws of the Company and (ii) transfers the certificate of incorporation and by-laws or conveys all or substantially all comparable organizational documents of its properties each subsidiary of Purchaser to contain the current provisions regarding indemnification of directors, officers, employees and other assets to any person, then, and agents which provisions in each such casecase shall not be amended, Parent shall cause proper provision to be made so repealed or otherwise modified in a manner that would adversely affect the successors and assigns rights thereunder of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectIndemnitees. (c) Each Indemnitee shall have the right (but not the obligation) to control the defense of, including the investigation of, any litigation, claim or proceeding (each, a “Claim”) relating to any acts or omissions covered under this Section 8.7 with counsel selected by the Indemnitee; provided, however, that (i) Purchaser shall be permitted to participate in the defense of such Claim at its own expense and (ii) Purchaser shall not be liable for any settlement effected without its written consent, which consent shall not be unreasonably withheld or delayed. (d) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee’s conduct complies with the standards set forth under applicable Law, the applicable organizational documents of the Company or any of the Subsidiaries or any indemnification agreements or arrangements of the Company or any of the Subsidiaries, as the case may be, shall be made by independent legal counsel mutually selected by such Indemnitee and the Purchaser. (e) Each of Purchaser and the Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (f) For six years the six-year period commencing immediately after the Effective TimeClosing Date, Parent Purchaser shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Closing Date with respect to those persons who are currently covered by the Company’s and the Subsidiaries’ directors’ and officers’ liability insurance policy policies (a true, correct and complete and accurate copy copies of which has have been heretofore delivered made available to Parent), the Purchaser) on terms with respect to such coverage and amounts amount no less favorable to the Company’s and the Subsidiaries’ directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided, however, that Parent may in no event shall Purchaser be required to expend an amount per year equal to one hundred fifty percent (i150%) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the current annual premiums currently paid by the Company and its Subsidiaries in the aggregate for such insurance coverage (which the “Maximum Amount”) to maintain or procure such insurance coverage as required hereunder. In the event that the annual premiums are set forth in Section 5.05(c) of required to procure or maintain such insurance coverage would exceed the Company Disclosure Schedule); providedMaximum Amount, further that, it is understood Purchaser shall procure and agreed that in the event such coverage cannot be obtained maintain for such amount or less in the aggregate, Parent shall only be obligated to provide such six-year period as much coverage as may be obtained reasonably practicable for such aggregate amountthe Maximum Amount or provide Sellers the option of paying the difference. (dg) The provisions of this Section 5.05 8.7: (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyIndemnitee, his or her heirs and his or her representatives representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (h) In the event that Purchaser or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 and assigns of Purchaser shall assume all of the obligations thereof set forth in this Section 8.7. (i) The obligations of Purchaser under this Section 8.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 8.7 applies without the written consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 8.7 applies shall be third party beneficiaries of this Section 8.7).

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to Razorfish agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company i-Cube and its Subsidiaries subsidiaries as provided in the Company Certificatetheir respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of i-Cube, the Company Bylawsexistence of which does not constitute a breach of this Agreement, shall be assumed by the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and Surviving Corporation in the Company (in each case, as in effect on the date hereof)Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Razorfish shall cause the Surviving Corporation to honor all such rights. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent Razorfish shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.09. (c) For six years after the Effective Time, Parent Razorfish shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s i-Cube's current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s i-Cube's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that Parent Razorfish may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers Razorfish or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)subsidiaries; provided, provided further, that if the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, Razorfish will obtain as much directors' and officers' liability insurance as can be obtained for the remainder of such period for a premium not in satisfying its obligation excess of 150% of the aggregate premiums paid by i-Cube in 1998 on an annualized basis for such purpose and that in no event shall Razorfish be required to pay aggregate premiums for insurance under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 2505.09(c) in excess of 150% of the annual amount of aggregate premiums currently paid by the Company i-Cube in 1998 on an annualized basis for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountpurpose. (d) The provisions of this Section 5.05 5.09 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall agrees to cause each of the Trident Surviving Corporation and the Sun Surviving Corporation to assume the obligations with respect to agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the applicable Effective Time now existing in favor of the current or former directors or officers of Trident or the Company Trident Subsidiaries or Sun and its Subsidiaries the Sun Subsidiaries, as applicable, to the fullest extent provided in the Company Certificateby their respective articles of association, the Company Bylaws, the organization documents certificates of incorporation or bylaws (or comparable organizational documents) and any Subsidiary indemnification or other similar agreements of Trident or any written indemnification Contract between such directors of the Trident Subsidiaries or officers and Sun or any of the Company (in each caseSun Subsidiaries, as applicable, as in effect on as of, in the case of Trident, the date hereof)of this Agreement or, without further actionin the case of Sun, as of the Effective Time and such obligations date Sun countersigns this Agreement shall survive the Merger Mergers and shall continue in full force and effect in accordance with their terms. (b) In the event that subsequent to the Mergers either the Trident Surviving Corporation or the Sun Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent the Trident Surviving Corporation or the Sun Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of the Trident Surviving Corporation shall expressly or the Sun Surviving Corporation, as applicable, assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.9. (c) For six a period of seven (7) years after from the applicable Effective Time, Parent shall procure that each of the Trident Surviving Corporation and the Sun Surviving Corporation shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Companyexculpation, indemnification and advancement of expenses equivalent to the provisions of the Trident Certificate of Incorporation or Sun Articles, as applicable, with respect to acts or omissions occurring prior to the applicable Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any indemnified Person. (d) Prior to or at the Closing, each of Trident and Sun shall purchase a seven (7)-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are substantially equivalent to the coverage provided under each of Trident’s current and Sun’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the applicable Effective Time (including in connection with this Agreement and the transactions or actions contemplated by this Agreement), and Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Trident Surviving Corporation or the Sun Surviving Corporation, as applicable; provided, however that neither Trident nor Sun shall pay or agree to pay, and the Trident Surviving Corporation or the Sun Surviving Corporation, as applicable, shall not be required to pay, in the aggregate in excess of 300% of the last annual premium paid by Trident or Sun, as applicable, prior to, in the case of Trident, the date of this Agreement or, in the case of Sun, the date Sun countersigns this Agreement in respect of acts such “tail” policy, and if the cost of such “tail” policy would otherwise exceed such maximum amount, Trident or omissions occurring at or prior to the Effective TimeSun, covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent)as applicable, on terms with respect shall purchase as much coverage as reasonably practicable up to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate maximum amount. (de) The provisions of this Section 5.05 (i) 6.9 shall survive consummation of the Mergers and are intended to be for the benefit of, and will be enforceable by, each indemnified partycurrent or former director or officer of Trident and Sun, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall agrees to cause the Surviving Corporation to assume the obligations maintain in effect in accordance with respect to their terms all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries (collectively, the "Indemnified Parties") as provided in either (x) their respective articles of incorporation or bylaws (or comparable organizational documents) set forth in Section 4.1 of the Company Certificate, Disclosure Schedule or Section 7.1 of the Company Bylaws, Disclosure Schedule and/or (y) the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as agreements in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive date hereof set forth in Section 7.1 of the Merger and shall continue in full force and effect in accordance with their terms. (b) Company Disclosure Schedule, copies of which have been delivered to Parent. In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any personthat, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, the Company presents to Parent a proposal for the purchase of a policy for directors' and officers' insurance covering each person currently covered actions of directors and officers prior to the Effective Time, Parent agrees to consider approval of such proposal, provided that (i) the aggregate cost to be incurred by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms Company in connection with respect to such coverage and amounts no less favorable than those the purchase of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles does not exceed $100,000 and exclusions) and amounts no less favorable to such directors and officers or (ii) request that neither Parent nor the Company obtain Surviving Corporation shall have any obligation to procure any such extended reporting period coverage under its existing insurance programs (policy subsequent to be effective as of the Effective Time); provided, further, . To the extent that Parent approves in satisfying its obligation under writing a proposal for the purchase of directors' and officers' insurance as contemplated by the preceding sentence of this Section 5.05(c7.1(a), neither the Company nor Parent existence of such policy at the Effective Time shall not be obligated deemed to pay more than 250% constitute a violation or breach of the annual premiums currently paid by the Company for such insurance (which annual premiums are any representation or warranty set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountherein. (db) This Section 7.1 shall survive the consummation of the Merger and shall be binding on all successors and assigns of Parent and the Surviving Corporation. (c) The provisions of this Section 5.05 (i) 7.1 are intended to be for the benefit of, and will shall be enforceable by, each indemnified party, the Indemnified Parties and his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiselegal representatives.

Indemnification, Exculpation and Insurance. (a) Parent shall cause The articles of incorporation and the bylaws of the Surviving Corporation to assume shall contain the obligations provisions with respect to all rights to indemnification and exculpation from liabilitiesliability set forth in the Company’s articles of incorporation and bylaws on the date hereof, including advancement which provisions shall not be amended, repealed or otherwise modified for a period of expensessix years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors, for officers, employees or agents of the Company, unless such modification is required by law. (b) For six years from the Effective Time, Parent shall maintain in effect directors’ and officers’ liability insurance covering claims arising out of acts or omissions occurring at or prior to the Effective Time now existing in favor which are asserted after the Effective Time against those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a copy of which has been heretofore made available to Parent) on terms no less favorable to such indemnified parties than the terms of the Company’s current or former directors or officers insurance coverage; provided, however, that (i) in lieu of the Company and its Subsidiaries as provided in purchase of such insurance by the Company CertificateSurviving Corporation or Parent, the Company Bylawsmay purchase a six-year extended reporting period endorsement (“reporting tail coverage”) under its existing directors’ and officers’ liability insurance coverage and (ii) if the cost of such insurance shall exceed $250,000, then Parent shall cause the organization documents Surviving Corporation to, and the Surviving Corporation shall, provide coverage affording the same protection as maintained by Parent as of any Subsidiary or any written indemnification Contract between such directors or date for its officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsdirectors. (bc) In The obligations of the event that Company, the Surviving Corporation and Parent contained in this Section 5.7 shall be binding on the successors and assigns of Parent and the Surviving Corporation. If Parent, the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person Person and is 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 other assets to any personPerson, then, then and in each such case, Parent proper provisions shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.7. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause Subject to Section 5.10(b), Purchaser agrees that, to the Surviving Corporation to assume the obligations with respect to fullest extent permitted under applicable Law, all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matter in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors directors, officers or officers employees of the Company and or any of its Subsidiaries or fiduciaries of Company or any of its Subsidiaries under Company Plans (collectively, the “Indemnified Parties”), as provided in the Company Certificate, the Charter or Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers Bylaws and the Company (in each case, as in effect on as of the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided, that nothing herein shall be construed to limit Surviving Corporation’s ability following the Closing to undertake any type of internal reorganization as it may deem desirable, including liquidating, merging or otherwise taking action with respect to any Subsidiary or Affiliate of Surviving Corporation. (b) For a period of six years from and after the Effective Time, Surviving Corporation shall indemnify and hold harmless each Indemnified Party, and any person who becomes an Indemnified Party between the date hereof and the Effective Time, to the fullest extent permitted by the current provisions regarding indemnification of Indemnified Parties contained in the Company Charter and the Company Bylaws (or comparable organizational documents) of each of the Company and its Subsidiaries, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of Company, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, trustee or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity or (ii) any matters arising in connection with the transactions contemplated by this Agreement to the fullest extent permitted by the current provisions regarding indemnification of Indemnified Parties contained in the Company Charter and the Company Bylaws (or comparable organizational documents) of each of the Company and its Subsidiaries, and Surviving Corporation shall also advance expenses as incurred in each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. In the event any claim is asserted within such six-year period, all such rights in respect of any such claim shall continue until disposition thereof. (c) For a period of six years after the Effective Time, Surviving Corporation shall maintain in effect Company’s current directors’ and officers’ liability insurance covering each Person currently covered by Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Purchaser) for acts or omissions occurring prior to the Effective Time; provided, that in no event shall Surviving Corporation be required to expend annually in the aggregate an amount in excess of 300% of the amount of the aggregate premiums paid by Company for fiscal year 2010 for such purpose (which fiscal year 2010 premiums are hereby represented and warranted by Company to be as set forth in Section 5.10(c) of the Company Disclosure Letter, the “Insurance Amount”)) and, if Surviving Corporation is unable to maintain such policy (or substitute policy) as a result of this proviso, Surviving Corporation shall obtain as much comparable insurance as is available for a period of six years following the Effective Time by payment of such amount; provided, further, that (i) Surviving Corporation may substitute therefor “tail” policies the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than Company’s existing policies as of the date hereof or (ii) Surviving Corporation may request that Company obtain such extended reporting period coverage under Company’s existing insurance programs (to be effective as of the Effective Time). (d) In the event that the Surviving Corporation or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and other assets to any personPerson, then, and in each such case, Parent Surviving Corporation shall cause proper provision to be made so that the successors successor and assigns assign of the Surviving Corporation shall expressly assume assumes the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.10. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (de) The provisions of this Section 5.05 (i) 5.10 shall survive consummation of the Merger and the Bank Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified partyIndemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiselegal representatives.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. The Surviving Corporation shall pay any expenses of any indemnified person under this Section 5.7 in advance of the final disposition of any action, proceeding or claim relating to any such act or omission to the fullest extent permitted under the DGCL upon receipt from the applicable indemnified person to whom advances are to be advanced of any undertaking to repay such advances required under the DGCL. The Surviving Corporation shall cooperate in the defense of any such matter. In addition, from and after the Effective Time, directors or officers of the Company who become directors or officers of the Surviving Corporation or its affiliates will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of the Surviving Corporation. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly will assume the obligations thereof set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.7. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 5.7 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. (d) For six years after the Effective Time, the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided that the Surviving Corporation may substitute therefor policies of Parent or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 5.7(d) in excess of 200% of the aggregate premiums paid by the Company in 2000 on an annualized basis for such purpose.

Indemnification, Exculpation and Insurance. (a) Parent shall cause The certificate of incorporation and bylaws of the Surviving Corporation to assume shall contain all of the obligations provisions limiting or eliminating the personal liability of directors and the provisions with respect to all rights to indemnification and exculpation from liabilities, including advancement of expensesexpenses set forth in the Company's certificate of incorporation and bylaws on the date hereof, which provisions shall not be amended, modified or otherwise repealed for acts or omissions occurring a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder as of the Effective Time of individuals who at or prior to the Effective Time now existing in favor were directors, officers, employees or agents of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company CertificateCompany, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between unless such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of modification is required after the Effective Time by applicable law and then only to the minimum extent required by such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsapplicable law. (b) In the event that the The Surviving Corporation shall indemnify and hold harmless each present and former director, officer or employee of the Company or any of its successors subsidiaries (collectively, the "INDEMNIFIED PARTIES") against any costs or assigns expenses (iincluding attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) consolidates with arising out of or merges into any other person and is not pertaining to the continuing or surviving corporation or entity of such consolidation or merger transactions contemplated by this Agreement or (iiy) transfers or conveys all or substantially all of its properties and other assets otherwise with respect to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering to the same extent as provided in the Company certificate of incorporation or bylaws, in each person currently covered case for a period of six (6) years after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) and subject to the specific terms of any indemnification contract, (i) any counsel retained by the Company’s directors’ Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, the Surviving Corporation shall pay the reasonable fees and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those expenses of such policy counsel, promptly after statements therefor are received; provided that the Indemnified Parties shall be required to reimburse the Surviving Corporation for such payments in effect on the date hereofcircumstances and to the extent required by the Company certificate of incorporation or bylaws, any applicable contract or agreement or applicable law; and (iii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that Parent may the Surviving Corporation shall not be liable for any settlement effected without its written consent (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to which consent shall not be effective as of the Effective Timeunreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such six (6)-year period, all rights to indemnification in satisfying its obligation respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single action unless there is, under this Section 5.05(c)applicable standards of professional conduct, neither a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Party with respect to whom such a conflict exists (or group of such Indemnified Parties who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction. (c) The Surviving Corporation shall honor and fulfill in all respects the obligations of the Company nor Parent pursuant to indemnification agreements and employment agreements and arrangements (the employee parties under such agreements and arrangements being referred to as the "COVERED PERSONS") with the Company's directors and officers existing at or before the Effective Time that are listed in SCHEDULE 6.05(C). (d) In addition, Purchaser shall provide, or cause the Surviving Corporation to provide, for a period of not less than six (6) years after the Effective Time, the Company's current directors and officers with an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time (the "D&O INSURANCE") that is no less favorable than the existing policy or, if substantially equivalent insurance coverage is unavailable, the next best available coverage; provided, however, that Purchaser and the Surviving Corporation shall not be obligated required to pay more than 250an annual premium for the D&O Insurance in excess of 200% of the annual premiums premium currently paid by the Company for such insurance (which annual premiums are set forth insurance, but in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent case shall only be obligated to provide purchase as much such coverage as may be obtained possible for such aggregate amount. (de) The From and after the Effective Time, Purchaser shall unconditionally guarantee the timely payment of all funds owing by, and the timely performance of all other obligations of, the Surviving Corporation under this Section 6.05. (f) Nothing contained in this Section 6.05 is intended to limit in any manner and at any time rights that any Indemnified Party or any Covered Person may have under and in accordance with all provisions of the Company's certificate of incorporation and its bylaws in each case dealing with indemnification, or any contract or agreement in effect on the date hereof or whose execution following the date hereof is permitted by the terms of this Agreement, which rights shall survive the Effective Time and shall be binding on the Surviving Corporation and all successors and assigns of the Surviving Corporation, in accordance with their respective terms. (g) This Section 5.05 (i) are 6.05 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation, the Indemnified Parties and the Covered Persons, shall be for binding on all successors and assigns of the benefit of, Surviving Corporation and will Purchaser and shall be enforceable by, each indemnified party, his or her heirs by the Indemnified Parties and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwisethe Covered Persons.

Indemnification, Exculpation and Insurance. (a) Parent Buyer shall cause the Surviving Corporation to assume Company, and the obligations with respect to Surviving Company hereby agrees, that for six years after the Closing, the Surviving Company shall indemnify and hold harmless all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring Persons who at or prior to the Effective Time now existing in favor of the current or former directors Closing were directors, managers or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation or any of its successors or assigns Subsidiaries (ieach, an “Indemnified Person”) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective TimeClosing, covering and shall advance reasonable and reasonably documented out-of-pocket expenses to Indemnified Persons in respect of any claims, actions, suits or other Proceedings relating to any such acts or omissions, in each person currently covered by case to the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy fullest extent provided under the governing documents of which has been heretofore delivered to Parent)the Company or its Subsidiaries, on terms with respect to such coverage and amounts no less favorable than those of such policy as applicable, in effect on the date hereof; providedprovided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by Applicable Law. Buyer hereby agrees that the Surviving Company is the indemnitor of first resort (i.e., howeverits obligations to any Indemnified Person under this Agreement are primary and any obligation of any Seller or any Affiliate thereof to provide indemnification or advancement of expenses for the same matters are secondary), and if any Seller or any Affiliate thereof pays any amount otherwise indemnifiable under this Section 5.07 to any Indemnified Person, then such Seller or Affiliate thereof shall be subrogated to the rights of the Indemnified Person hereunder with respect to such payment, and the Surviving Company shall reimburse such Seller or Affiliate thereof for such payment. (b) Buyer agrees that Parent may (i) substitute therefor policies the governing documents of Parent containing terms the Surviving Company and each Subsidiary of the Surviving Company after the Closing shall contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable to the beneficiaries of such provisions as those provisions that are set forth in the governing documents of the Company and its Subsidiaries in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years following the Closing in any manner that would adversely affect the rights thereunder of any Indemnified Person, except to the extent that such modification is required by Applicable Law and (ii) all rights to indemnification as provided in any indemnification agreements between the Company or any of its Subsidiaries, on the one hand, and any Indemnified Person, on the other hand, as in effect and made available to Buyer on or before the date hereof, with respect to matters occurring at or prior to the Closing shall survive the Closing in accordance with their terms. (c) At or prior to the Closing, the Company shall purchase or cause to be purchased, at the sole cost and expense of Buyer and in reasonable consultation with Buyer, non-cancellable extensions of the Company’s and its Subsidiaries’ existing directors’ and officers’ liability and fiduciary liability insurance policies in effect as of the date hereof (such extensions collectively, the “D&O Tail Policy” and such existing insurance policies the “Existing Insurance”), which shall (i) cover the Company, its Subsidiaries and the Indemnified Persons, (ii) be for a claims reporting or discovery period of at least six years from and after the Closing with respect to any claim related to any period or time at or prior to the Closing, (iii) be from the Company’s current insurance carrier(s) with respect to such coverage or an insurance carrier(s) with the same or better AM Best financial strength rating and (including as coverage relates to deductibles iii) have terms, conditions, retentions and exclusions) and amounts limits of liability that are no less favorable to the insureds thereunder than the coverage provided under the Existing Insurance with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against the beneficiaries thereof by reason of their having served in such directors and officers capacity that existed or occurred at or prior to the Closing (ii) request including in connection with this Agreement or the transactions or actions contemplated hereby); provided that in no event shall Buyer be required to expend for the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as D&O Tail Policy an aggregate premium in excess of 300% of the Effective Time)aggregate premium amount per annum for the Existing Insurance; provided, further, that in satisfying its obligation under this Section 5.05(c)if the aggregate premium for the D&O Tail Policy exceeds such amount or the D&O Tail Policy is not available, neither then the Company nor Parent shall be obligated to pay more than 250% of obtain a D&O Tail Policy with the annual premiums currently paid by greatest coverage available, with respect to matters occurring prior to the Company Closing, for a cost not exceeding such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) If Buyer, the Surviving Company or any of its Subsidiaries (i) consolidates with or merges into any other Person and is not the continuing or surviving 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, Buyer shall ensure that proper provision shall be made so that such continuing or surviving entity or transferee of such assets, as the case may be, assumes the obligations set forth in this Section 5.07. (e) The rights of each Indemnified Person under this Section 5.07 shall be in addition to any rights such Person may have under Applicable Law or under any agreement with the Company or any of its Subsidiaries. This Section 5.07 is intended to benefit any individual referenced in this Section 5.07 or indemnified hereunder (and his or her respective heirs, successors and assigns), each of whom may enforce the provisions of this Section 5.05 5.07 (i) are intended whether or not he or she is a party to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwisethis Agreement).

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Merger Sub agree that all rights to exculpation, indemnification and exculpation from liabilities, including or advancement of expensesexpenses arising from, for relating to or otherwise in respect of, acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of any of the Company and its Subsidiaries Acquired Companies as provided in their respective certificates of incorporation, bylaws or other comparable organizational documents and any indemnification or other agreements of the Company Certificate, Acquired Companies with any of the Company Bylaws, the organization documents of any Subsidiary current or any written indemnification Contract between such former directors or officers and of any of the Company (in each case, Acquired Companies as in effect on the date hereof)of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of each Acquired Company’s certificate of incorporation and bylaws or other comparable organizational documents in effect as of the date of this Agreement or in any indemnification agreements of the Acquired Companies with any of their respective directors, officers or employees in effect as of the date of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of any of the Acquired Companies; provided, however, all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action. (b) In From and after the event Effective Time, Parent and the Surviving Corporation shall, to the fullest extent that the Company would have been permitted under the Law of the State of Delaware, indemnify and hold harmless (and advance funds in respect of each of the foregoing and costs of defense to) each current and former director or officer of any of the Acquired Companies (each such individual, together with such individual’s heirs, executors or administrators, an “Indemnified Party”), in each case against any losses, claims, damages, liabilities, fees, costs and expenses (including attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such Indemnified Party is or was an officer, director or fiduciary of any of the Acquired Companies at or prior to the Effective Time; provided, however, the Indemnified Party to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification for such expenses. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) At or prior to the Effective Time, the Company shall purchase a prepaid (or “tail”) directors’ and officers’ insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time for an aggregate period of not less than six (6) years from the Effective Time, that does not result in gaps or lapses of coverage with respect to matters occurring prior to the Effective Time and that is no less favorable with respect to limits, deductibles and other terms compared to the Company’s existing directors’ and officers’ insurance and indemnification policies or, if such insurance coverage is unavailable, the best available similar coverage (the “Continuing D&O Insurance”); provided, however, the premium for the Continuing D&O Insurance shall not exceed the amount set forth on Section 5.8(c) of the Company Disclosure Letter (in which such case the Company shall purchase Continuing D&O Insurance that provides the maximum coverage available at such an amount of premium). (d) If Parent, the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personassets, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly ensure that such surviving corporation or entity or the transferees of such properties or assets assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.8. (ce) For six years after The rights of each Indemnified Party under this Section 5.8 shall be in addition to any rights such Indemnified Party may have under the Effective Timecertificate of incorporation or bylaws or other comparable organizational documents of any of the Acquired Companies or under any agreement of any Indemnified Party with any of the Acquired Companies, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in each case in effect the Company’s current directors’ and officers’ liability insurance in respect as of acts or omissions occurring at or immediately prior to 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 heretofore delivered to Parent)or under applicable Law. Except as otherwise set forth herein, on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as these rights shall survive consummation of the Effective Time); provided, further, that Merger in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood accordance with their terms and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit ofbenefit, and will shall be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiseIndemnified Party.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Merger Sub agree that all rights to exculpation, indemnification and exculpation from liabilities, including or advancement of expensesexpenses arising from, for relating to or otherwise in respect of, acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of any of the Company and its Subsidiaries Acquired Companies as provided in their respective certificates of incorporation, bylaws or other comparable organizational documents and any indemnification or other agreements of the Company Certificate, Acquired Companies with any of the Company Bylaws, the organization documents of any Subsidiary current or any written indemnification Contract between such former directors or officers and of any of the Company (in each case, Acquired Companies as in effect on the date hereof)of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions of each Acquired Company’s certificate of incorporation and bylaws or other comparable organizational documents in effect as of the date of this Agreement or in any indemnification agreements of the Acquired Companies with any of their respective directors, officers or employees in effect as of the date of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of any of the Acquired Companies; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action. (b) In From and after the event Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent that the Company would have been permitted under the Law of the State of Ohio, indemnify and hold harmless (and advance funds in respect of each of the foregoing and costs of defense to) each current and former director or officer of any of the Acquired Companies (each such individual, together with such individual’s heirs, executors or administrators, an “Indemnified Party”), in each case against any losses, claims, damages, liabilities, fees, costs and expenses (including attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement (collectively, “Losses”) in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such Indemnified Party is or was an officer, director or fiduciary of any of the Acquired Companies at or prior to the Effective Time; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification for such expenses. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Parent shall, in its sole discretion, either (i) provide, or shall cause the Surviving Corporation to provide, following the Effective Time, the Company’s current directors and officers an insurance and indemnification policy or (ii) obtain, at or prior to the Effective Time so long as it does not result in gaps or lapses of coverage with respect to matters occurring prior to the Effective Time, prepaid (or “tail”) directors’ and officers’ insurance and indemnification policies that, in either case, provide coverage for events occurring prior to the Effective Time for an aggregate period of not less than six (6) years from the Effective Time (the “Continuing D&O Insurance”) that are no less favorable in the aggregate (with respect to limits and deductibles) to the Company’s existing policy or, if such insurance coverage is unavailable, the best available similar coverage; provided, however, that Parent and the Surviving Corporation shall not be required to pay an annual premium for the Continuing D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement (the “Company’s Current Premium”). If such premiums for such insurance would at any time exceed three hundred percent (300%) of the Company’s Current Premium, then Parent shall cause to be maintained policies of such insurance which, in Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to three hundred percent (300%) of the Company’s Current Premium. (d) If Parent, the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personassets, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly ensure that such surviving corporation or entity or the transferees of such properties or assets assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.10. (ce) For six years after The rights of each Indemnified Party under this Section 5.10 shall be in addition to any rights such Indemnified Party may have under the Effective Timecertificate of incorporation or bylaws or other comparable organizational documents of any of the Acquired Companies or under any agreement of any Indemnified Party with any of the Acquired Companies, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in each case in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provideddate of this Agreement, furtheror under applicable Law. Except as otherwise set forth herein, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent these rights shall be obligated to pay more than 250% survive consummation of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth Merger in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood accordance with their terms and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit ofbenefit, and will shall be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiseIndemnified Party.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date until six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to assume indemnify, defend and hold harmless, to the obligations fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or managers of the Company or any of its Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken in some other capacity at the request of the Company or any of its Subsidiaries at any time on or prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at on or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries Closing Date as provided in the Company CertificateCharter Documents or Subsidiary Charter Documents, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each caseas applicable, as in effect on immediately prior to the date hereof)Effective Time, without further action, as and any indemnification agreements of the Effective Time and such obligations Company or any of its Subsidiaries shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law or approved by such Indemnitees. In addition, Parent shall, or shall cause the Surviving Corporation to, pay or reimburse any expenses of any Indemnitee under this Section 7.7 as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) In Parent, from and after the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any personClosing Date, then, and in each such case, Parent shall cause proper provision to be made so that the successors certificate of incorporation and assigns bylaws or comparable organizational documents of the Surviving Corporation shall expressly assume and each of its Subsidiaries to contain provisions no less favorable to the obligations Indemnitees with respect to limitation of certain liabilities of directors, officers, managers, employees and agents and indemnification than are set forth in as of the date of this Section 5.05. In addition, Agreement in the event (A) the Surviving Corporation transfers any material portion certificate of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability incorporation and bylaws of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a)Company and its Subsidiaries, Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectas applicable. (c) For The Surviving Corporation shall have the right (but not the obligation) to control the defense of, including the investigation and any settlement or compromise of, any litigation, claim or proceeding (each, a “Claim”) relating to any acts or omissions covered under this Section 7.7 with counsel selected by the Surviving Corporation; provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. (d) Each of the Surviving Corporation and the Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) At the Closing, Parent shall, or shall cause the Company to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the Indemnitees as direct beneficiaries with a claims period of at least six years after from the Effective Time, Parent shall maintain (directly Closing Date from a insurance carrier with the same or indirectly through better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance with coverage comparable to the Company’s existing insurance programspolicies (the “Existing Policy”) in effect the Company’s current directors’ and officers’ liability insurance in with respect of acts to matters existing or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereofClosing Date; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to Surviving Corporation shall not be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated required to pay more than 250annual premiums for any such policy or policies in excess of 200% of the current annual premium for such existing policies. If any future annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) exceed 200% of the Company Disclosure Schedule); providedcurrent annual premiums, further that, it is understood then Parent and agreed the Surviving Corporation shall be entitled to reduce the amount of coverage to the amount of coverage that in the event such coverage cannot can be obtained for such amount or less in an annual premium equal to 200% of the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountcurrent annual premium. (df) The provisions of this Section 5.05 7.7: (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyIndemnitee, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (g) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates or merges with or into any other Person and is not 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 and assigns of the Surviving Corporation shall assume all of the obligations thereof set forth in this Section 7.7. (h) The obligations of the Surviving Corporation under this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 7.7 applies without the consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.7). (i) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, any of its Subsidiaries or any of its directors or officers, it being understood and agreed that the indemnification provided for in this Section 7.7 is not prior to or in substitution for any such claims under such policies.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and or each of its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificates of any Subsidiary incorporation or any written indemnification Contract between by-laws (or comparable organizational documents) will be assumed by Parent and Parent will be directly responsible for such directors or officers and the Company (in each case, as in effect on the date hereof)indemnification, without further action, as of the Effective Time and such obligations shall survive the Merger and shall will continue in full force and effect in accordance with their respective terms. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal from and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); providedwho become or remain directors or officers of Parent or Sub will be entitled to the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) as are afforded to other directors and officers of Parent. Notwithstanding any other provision hereof, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.14 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. (b) Parent will, and will cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time policies of directors' and officers' liability insurance equivalent in all material respects to those maintained by or on behalf of the Company and its Subsidiaries on the date hereof (and having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time; provided, however, that if the aggregate annual premiums for such insurance at any time during such period exceed 200% of the per annum rate of premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent will cause the Surviving Corporation to, and the Surviving Corporation will, provide the maximum coverage that shall then be available at an annual premium equal to 200% of such rate.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any director or employee may have under any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each current (as of the Effective Time) and each former employee, agent, officer or director of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, penalties, settlements, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements and ERISA excise taxes (collectively, “Costs”) actually or reasonably incurred or suffered in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to assume the fact that the Indemnified Party is or was an employee, agent, officer, director or fiduciary of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. In the event of any such Action, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the same extent provided under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party including the contract rights set forth in the Company’s Constituent Documents), prior to making any payment or advance in respect of the indemnification obligations with respect set forth in this Section 5.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Except as may be required by applicable Law, Parent and the Company agree that for a period of six years from the Effective Time, all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its Subsidiaries any Indemnified Party as provided in the Company CertificateConstituent Documents (or, as relevant, those of the Company Bylaws, the organization documents of Subsidiary) or in any Subsidiary or any written indemnification Contract agreement between such directors or officers Indemnified Party and the Company (in each case, as in effect on the date hereof), without further action, as or any of the Effective Time and such obligations its Subsidiaries shall survive the Merger and shall continue in full force and effect effect, and for a period of six years from the Effective Time shall not be amended, repealed or otherwise modified in accordance with their termsany manner that would adversely affect any right thereunder of any such Indemnified Party. (bc) Parent shall, prior to the Effective Time, pay for and cause to be obtained, and to be effective at the Effective Time, one or more prepaid “tail” insurance policies for the Persons who, as of the date hereof, are covered by the Company’s existing D&O Insurance, with a claims period of at least six years from the Effective Time with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as the Company’s and its Subsidiaries’ existing D&O Insurance, for claims arising from facts or events that occurred prior to the Effective Time, covering without limitation the transactions contemplated hereby; provided, that the maximum aggregate premium for such D&O Insurance that Parent shall be required to expend shall not exceed three hundred percent (300%) of the annual D&O Insurance premium for the Company’s current fiscal year, which annual premiums are set forth in Section 3.18 of the Company Disclosure Letter; and if such amount is not sufficient to purchase D&O Insurance in such maximum amount, then Parent shall purchase such amount of insurance with the best coverage reasonably available as can be purchased for an aggregate amount that is equal to three hundred percent (300%) of the annual premium for such policies for the Company’s current fiscal year. Parent shall cause the Surviving Corporation to comply with its obligations under such policies for the full term of at least six years. (d) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is entitled to indemnification is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 5.9 shall continue in effect until the final disposition of such Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 5.9 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) In the event that the Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.9. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to The Merger Agreement provides for certain indemnification and exculpation from liabilitiesinsurance rights in favor of Relypsa’s current and former directors or officers, including advancement as well as any person who becomes an officer or director of expenses, for acts Relypsa or omissions occurring at or any of its subsidiaries prior to the Effective Time now existing in favor of (the current or former directors or officers of “Indemnified Persons”). Specifically, that the Company Surviving Corporation and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, subsidiaries as of the Effective Time will, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that Galenica will cause the Surviving Corporation and its subsidiaries as of the Effective Time to, honor and fulfill in all respects the obligations of Relypsa and its subsidiaries under (a) the indemnification agreements between Relypsa or its subsidiaries and any of its successors their respective current or assigns (i) consolidates with former directors, officers or merges into any other person and is not 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 other assets to any person, thenemployees, and in each such caseany person who becomes a director, Parent shall cause proper provision to be made so that the successors and assigns officer or employee of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of Relypsa or its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or subsidiaries prior to the Effective Time, covering each person currently covered by and (b) indemnification, exculpation and expense advancement provisions in the Company’s directors’ certificate of incorporation and officers’ liability insurance policy bylaws or comparable organizational documents of Relypsa or its subsidiaries in effect as of the date of the Merger Agreement. In addition, the Merger Agreement provides that, for a period commencing at the Effective Time and ending on the sixth anniversary of the Effective Date, the Surviving Corporation and its subsidiaries will cause the certificates of incorporation and bylaws (a complete and accurate copy all similar organizational documents) of which has been heretofore delivered the Surviving Corporation and its subsidiaries to Parent), on terms contain provisions with respect to such coverage indemnification, exculpation and amounts advancement of expenses that are no less favorable than those the indemnification, exculpation and advancement of such policy expenses provisions contained in effect on the date hereof; provided, however, that Parent may certificates of incorporation and bylaws (iand all similar organizational documents) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles Relypsa and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective subsidiaries as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% date of the annual premiums currently paid Merger Agreement, and that, during such six year period, such provisions will not be repealed, amended or otherwise modified in a manner adverse to the Indemnified Persons except as required by law. The Merger Agreement further provides that, subject to the Company for such insurance (which annual premiums are set forth in Section 5.05(c) satisfaction of the Company Disclosure Schedule); providedconditions and subject to the exceptions included therein, further that, it is understood for a period commencing at the Effective Time and agreed that in ending on the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.sixth anniversary

Indemnification, Exculpation and Insurance. (a) Parent and Sub shall, and Parent shall cause the Surviving Corporation to assume to, honor and fulfill in all respects all obligations of the obligations with Company and its Subsidiaries in respect to all of rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof)of this Agreement and disclosed on Section 6.05 of the Company Letter shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided that such obligations shall be subject to any limitation imposed from time to time under applicable Law. In furtherance and not in limitation of the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other comparable organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, or if Parent dissolves the Surviving Corporation then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.05. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereofof this Agreement; providedprovided that in no event shall Parent be required to pay, howeverwith respect to the entire six year period following the Effective Time, premiums for insurance under this Section 6.05(c) that in the aggregate exceed 225% of the current annual premium paid by the Company (which premium is hereby represented and warranted by the Company to be set forth in Section 6.05(b) of the Company Letter), it being understood that Parent shall nevertheless be obligated to provide such coverage, with respect to the entire six year period following the Effective Time, as may be obtained for such 225% amount; provided further that Parent may (i) substitute therefor policies of Parent containing any reputable insurance company or (ii) satisfy its obligation under this Section 6.05(c) by causing the Surviving Corporation to obtain, at the Effective Time, prepaid (or “tail”) directors’ and officers’ liability insurance policy, in each case, the material terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable to such directors and officers or (ii) request that than the Company obtain such extended reporting period insurance coverage otherwise required under its existing insurance programs (this Section 6.05(c). Prior to be effective as of the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six-year prepaid “tail” policy to its existing directors’ and officers’ liability insurance policy (which “tail” policy shall contain the same terms and conditions as such existing policy), and in such event, Parent and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 6.05(c) for such six-year period; provided, further, provided that in satisfying its obligation under this Section 5.05(c), neither no event shall the Company nor Parent shall be obligated to pay more than 250a premium for such “tail” policy that in the aggregate exceeds 225% of the current annual premiums currently premium paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of it being understood that the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide may nevertheless acquire a “tail” policy providing such coverage as may be obtained for such aggregate 225% amount). (d) The obligations set forth in this Section 6.05 shall not be terminated, amended or otherwise modified in any manner that adversely affects any indemnified party under this Section 6.05 (or his or her heirs and his or her representatives) without the prior written consent of such affected indemnified party (or his or her heirs and his or her representatives). The provisions of this Section 5.05 6.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to Live Nation agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers or employees or agents of Ticketmaster and the Ticketmaster Subsidiaries to the fullest extent permissible by their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of Ticketmaster or any of the Company and its Ticketmaster Subsidiaries as provided in effect as of the Company Certificatedate of this Agreement, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, case as in effect on the date hereof)of this Agreement, shall be assumed by Live Nation in the Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation Live Nation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent Live Nation shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly Live Nation assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.5. (c) For six years From and after the Effective Time, Parent Live Nation shall maintain (directly use reasonable best efforts to cause the individuals serving as officers and directors of Ticketmaster or indirectly through any of the Company’s existing insurance programs) in effect Ticketmaster Subsidiaries immediately prior to the Company’s Effective Time and any other Person who is covered by Ticketmaster's current directors’ ' and officers’ ' liability insurance in policy to be covered with respect of to acts or omissions occurring at or prior to the Effective Time, covering each person currently covered Time for a period of six years from and after the Effective Time either by the Company’s directors’ ' and officers’ ' liability insurance policy (a complete maintained by Live Nation or by directors' and accurate copy officers' liability insurance policies, issued by reputable insurers, with policy limits, terms and conditions at least as favorable as the limits, terms and conditions in the existing policy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of Ticketmaster. Live Nation shall maintain such policy in effect on full force and effect, and continue to honor the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountobligations thereunder. (d) The provisions of this Section 5.05 6.5 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, whether asserted or claimed prior to, at or after the Effective Time, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company CertificateArticles, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract (true and correct copies of which previously have been provided to Parent) between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time than are presently set forth in the Company Articles and Company Bylaws, and such provisions shall not be amended, repealed, or otherwise modified in any manner that could adversely affect the rights thereunder of any person benefited by such provisions. Parent hereby unconditionally guarantees the obligations of the Surviving Corporation under this Section 6.07(a). (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.05. (c) For six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c6.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c6.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such the greatest amount of substantially equivalent coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent From and after the Closing Date, Purchaser shall, or shall cause the Surviving Corporation to, reimburse, indemnify, defend and hold harmless, to assume the obligations fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company (collectively, the “D&O Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any Subsidiary at any time prior to the Closing Date. Purchaser agrees that all rights of the D&O Indemnitees to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries Closing Date as provided in the Company Certificate, respective certificate of incorporation or by-laws or comparable organizational documents of the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time date of this Agreement, and such obligations any indemnification agreements or arrangements of the Company shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the D&O Indemnitees, unless such modification is required by Law. In addition, Purchaser shall, or shall cause the Surviving Corporation to, pay any reasonable expenses of any D&O Indemnitee under this Section 7.7, as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) In From and after the event that Closing Date, Purchaser shall, or shall cause the Surviving Corporation or any of its successors or assigns to, cause (i) consolidates with or merges into any other person the certificate of incorporation and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability by-laws of the Surviving Corporation to satisfy contain provisions no less favorable to the obligations referred D&O Indemnitees with respect to limitation of liabilities of directors, officers, employees and agents and indemnification than are set forth as of the date of this Agreement in Section 5.05(a), Parent will either guarantee such obligations the certificate of incorporation and by-laws of the Company and (ii) the certificate of incorporation and by-laws or take such other action to insure that the ability comparable organizational documents of the Surviving CorporationCorporation to retain the current provisions regarding indemnification of directors, legal officers, employees and financialagents, to satisfy such obligations will which provisions in each case shall not be diminished amended, repealed or otherwise modified in any material respecta manner that would adversely affect the rights thereunder of the D&O Indemnitees. (c) For six years after Each of Purchaser and D&O Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the Effective Timedefense of any litigation, Parent claim or proceeding relating to any acts or omissions covered under this Section 7.7 and each such party shall maintain provide the other access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (directly or indirectly through d) Prior to the Company’s existing insurance programs) in effect Closing, the Company’s current directorsCompany shall use commercially reasonable efforts to purchase and fully pay for a “tail” policy of officers’ and officersdirectors’ liability insurance in with respect of to acts or omissions occurring at or prior to the Effective Time, Time covering each person past and present officer and director of the Company who are currently covered by the Company’s directorsofficers’ and officersdirectors’ liability insurance policy (a true and complete and accurate copy of which has been heretofore delivered made available to ParentPurchaser). To the extent not otherwise paid in full prior to the Closing Date, on the cost of tail policy that is purchased shall be included as a Company Transaction Expense. To the extent commercially reasonable, such tail policy shall be for a period of six (6) years from and after the Effective Time and Purchaser or the Surviving Corporation shall maintain and pay for such policy’s premiums during such six (6) year period. To the extent commercially reasonable, the terms with respect to such and coverage amounts of the liability insurance policy shall be at least as favorable as the terms and coverage amounts no less favorable than those of such the liability insurance policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (de) The provisions of this Section 5.05 7.7: (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyD&O Indemnitee, his or her heirs and his or her representatives representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiseotherwise (it being expressly agreed that the D&O Indemnitees to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.7.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to Buyer and Sub agree that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officer, employees or officers agents of the Company Seller and its Subsidiaries as provided in the Company Certificatetheir respective Articles or Certificates of Incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of Seller shall be assumed by Buyer, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect effect, without amendment, for six years after the Effective Time; provided, however, that all rights to indemnification in accordance with their termsrespect of any claim asserted or made within such period shall continue until the final disposition of such claim. Buyer shall pay any expenses of any indemnified person under this Section 6.14 in advance of the final disposition of any action, proceeding or claim relating to any such act or omission to the fullest extent permitted under applicable law upon receipt from the applicable indemnified person to whom advances are to be advanced of any undertaking to repay such advances required under applicable law. Buyer shall cooperate in the defense of any such matter. In addition, from and after the Effective Time, directors or officers of Seller and its Subsidiaries who become directors or officers of Buyer or its Subsidiaries will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of Buyer. (b) In the event that either of the Surviving Corporation or Buyer or any of its successors or assigns (i) consolidates with or merges with or into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of Buyer or the Surviving Corporation shall expressly Corporation, as applicable, will assume the obligations thereof set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.14. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.14 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition toto , and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. (d) For six years after the Effective Time, Buyer or the Surviving Corporation shall maintain in effect the Seller's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Sellers' directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate to Seller's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided that Buyer may substitute therefor policies of Buyer or its Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers. (e) Buyer shall cause the Surviving Corporation or any successor thereto to comply with its obligations under this Section 6.14.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to Acquirer agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of any person who is, as of the current Effective Time, a director or former directors or officers executive officer as Previously Disclosed for purposes of this Section 6.16 of the Company and its Subsidiaries or the Company Bank as provided in the Company Certificate, respective certificates of incorporation or bylaws (or comparable organizational documents) of the Company Bylaws, the organization documents of any Subsidiary or any written of its Subsidiaries and any Previously Disclosed indemnification Contract between such directors or officers and other agreements of the Company (or its applicable Subsidiary, in each case, case as in effect on the date hereof)of this Agreement, shall be assumed by the Surviving Company in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, subject to applicable Law, and Acquirer shall cause the Surviving Company to comply with and honor the foregoing obligations. (b) In the event that the Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, or if Acquirer dissolves the Surviving Company, then, and in each such case, Parent Acquirer shall cause proper provision take such action, to be made the extent necessary, so that the successors and assigns of the Surviving Corporation shall expressly Company assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.1. (c) For six years after Prior to the Effective Time, Parent the Company shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current purchase a six-year “tail” directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to policy effective for claims asserted for a six-year period after the Effective Time, Time covering each person currently covered as of the Effective Time by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts that are no less favorable than those of such policy of the Company as in effect on the date hereofof this Agreement, which insurance shall, prior to the Closing, be in effect and prepaid for such entire six-year period; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request provided that the Company obtain shall not pay an aggregate premium for such extended reporting period coverage under its existing insurance programs (to be effective as policy in excess of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250200% of the current annual premiums currently premium paid by the Company for its existing coverage (the “Maximum Premium”). If such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount at all, or less in the aggregate, Parent shall can only be obligated obtained at an aggregate premium in excess of the Maximum Premium, the Company shall acquire the most advantageous policy obtainable for an aggregate premium equal to provide such coverage as may be obtained for such aggregate amountthe Maximum Premium. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall Until the sixth (6th) anniversary of the Closing Date, Buyer will cause the Surviving Corporation Acquired Companies to assume indemnify and hold harmless each individual who on or prior to the obligations with Closing Date was a director, manager or officer of an Acquired Company (each, an “Indemnitee”) in respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at on or prior to the Effective Time now existing in favor Closing Date to the fullest extent permitted by applicable Laws or provided under the Governing Documents of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as Acquired Companies in effect on as of the date hereof); provided that such indemnification will be subject to any limitation imposed from time to time under applicable Laws. Notwithstanding anything herein to the contrary, without further actionif any Proceeding (whether or not arising before, as on, or after the Closing Date) is brought against any Indemnitee on or prior to the sixth (6th) anniversary of the Effective Time and such obligations shall survive Closing Date, the Merger and shall provisions of this Section 5.7 will continue in full force and effect in accordance with their termsuntil the final resolution of such Proceeding. (b) Until the sixth (6th) anniversary of the Closing Date, Buyer will cause to be maintained in effect provisions in the Governing Documents of the Acquired Companies (or in such documents of any successor to the business of the Acquired Companies) regarding exculpation and elimination of liability of and indemnification in favor of directors, managers and officers, and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence as of the date hereof. (c) In the event that the Surviving Corporation Buyer or any of its successors or assigns (i) consolidates any Acquired Company with or merges any Acquired Company into any other person Person and such Acquired Company is not the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its any Acquired Company’s properties and other assets to any personPerson, then, and then in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly such Acquired Company will assume all of the obligations thereof set forth in this Section 5.05. In addition5.7, in except to the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee extent that such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) continue in effect the Company’s current directors’ and officers’ liability insurance in respect as a matter of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountlaw. (d) Sellers shall keep in full force and effect insurance comparable in amount and scope to insurance now carried by the Sellers (to the extent related to the Business) and the Acquired Companies under the Insurance Policies until the sixth (6th) anniversary of the Closing Date. (e) The provisions of this Section 5.05 5.7 are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified partysuch person, his or her heirs and his or her representatives Representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiseunder applicable Law.

Indemnification, Exculpation and Insurance. (a) As of the Effective Time, Parent shall, and shall cause the Surviving Corporation to assume to, indemnify and hold harmless the obligations with current and former directors and officers of the Company and the Company Subsidiaries in respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of to the current fullest extent permitted by Law or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization organizational documents of any Company Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such . Such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and the Company Subsidiaries for acts or omissions occurring at or prior to the Effective Time than are presently set forth in the Company Certificate and Company Bylaws, and such provisions shall not be amended, repealed, or otherwise modified in any manner that could adversely affect the rights thereunder of any Person benefited by such provisions. Parent hereby unconditionally guarantees the obligations of the Surviving Corporation under this Section 6.04. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.04. (c) For six years The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, and if the Company does not so purchase, Parent shall or shall cause the Surviving Corporation to purchase promptly after the Effective Time a six-year “tail” prepaid policy on the Company’s directors’ and officers’ liability insurance policy covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy, on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof. Following the Effective Time, Parent shall or shall cause the Surviving Corporation to maintain such “tail” policy in full force and effect and to continue to honor its obligations thereunder. If the Company, Parent and the Surviving Corporation for any reason fail to obtain such “tail” policy as of or promptly after, as applicable, the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore previously delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates with respect to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (programs, to be effective as of the Effective Time); provided, furtheror, that in satisfying its obligation under this Section 5.05(c)if such insurance is unavailable, neither the Company nor Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase the best available coverage (including with respect to deductibles and exclusions) for such six-year period from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the Company’s existing directors’ and officers’ liability insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement. Notwithstanding anything in the foregoing, in no event shall Parent or the Surviving Corporation be obligated required to pay more than 250expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance (which insurance; and provided further, that if the annual premiums are set forth in Section 5.05(c) of such insurance coverage exceed such amount, the Company Disclosure Schedule); provided, further that, it is understood and agreed that in Surviving Corporation shall obtain a policy with the event greatest coverage available for a cost not exceeding such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.04 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause Without limiting any additional rights that any current or former officer or director may have under the Company Charter or Company Bylaws as in effect on the date of the Original Agreement, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall indemnify and hold harmless each current (as of the Effective Time) and each former officer and director of the Company from and against any and all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to assume the obligations with respect to all rights to indemnification and exculpation from liabilitiesfact that the indemnified Person is or was an officer, including advancement director, employee or fiduciary of expenses, for acts the Company or omissions occurring any of its Subsidiaries at or prior to the Effective Time now existing in favor Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law and required or permitted under the Company Charter or Company Bylaws (or, as relevant, those of the current or former directors or officers applicable Subsidiary of the Company) as at the date of the Original Agreement. In the event of any such Action, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and its Subsidiaries the Company Charter or Company Bylaws as provided at the date of the Original Agreement. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company CertificateCharter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.8, the Company BylawsPerson who is requesting such advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay all amounts so paid or reimbursed by the Surviving Corporation, if it is ultimately determined that the organization documents criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is threatened to be, made a party by reason of the former or present official capacity of such Person. No such indemnified Person shall settle, compromise or consent to the entry of any Subsidiary judgment in any threatened or any written actual Action for which indemnification Contract between could be sought by such directors indemnified Person hereunder unless Parent consents in writing to such settlement, compromise or officers consent (which consent shall not be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (in each case, as in effect on or their substantial equivalent) eliminating personal liability for the date hereof), without further action, as of Company’s directors to the Effective Time and such obligations shall survive extent permissible under the Merger and shall continue in full force and effect in accordance with their termsCGCL. (b) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policies (correct and complete copies of which have been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, that Parent may (i) substitute thereof policies of an insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the Company’s existing policies as of the date of the Original Agreement or (ii) request that the Company obtain such extended reporting coverage under its existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Company be required to pay aggregate premiums for insurance under this Section 6.8(b) in excess of 150% of the amount of the aggregate premiums paid by the Company for policy year 2009-2010 for such purpose (which policy year 2009-2010 premiums are hereby represented and warranted by the Company to be as set forth in Section 6.8(b) of the Company Disclosure Letter), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 150% amount. (c) In the event that Parent, the Surviving Corporation or any of its their successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors successor and assigns assign of Parent or the Surviving Corporation shall expressly assume assumes the obligations set forth in this Section 5.05. In addition6.8. (d) It is the intent that, in the event (A) with respect to all advancement and indemnification obligations under this Section 6.8, the Surviving Corporation transfers shall be the indemnitor of first resort with respect to any material portion of its assetsadvancement, in a single transaction reimbursement or in a series of transactions indemnification obligations relative to any director or (B) Parent takes any action to materially impair the financial ability officer of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not Company who may also be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing covered by insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring maintained by a Stockholder at or prior to the Effective Time, covering each person currently covered by . Without limiting the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy right of which has been heretofore delivered to Parent), on terms with respect to recovery against such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, director or officer if it shall be ultimately determined that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers he or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (she is not entitled to be effective as indemnified, neither Parent nor the Surviving Corporation shall have any right to seek contribution, indemnity or other reimbursement for any of the Effective Time); provided, further, that in satisfying its obligation obligations under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for 6.8 from any such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount Stockholder or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountits insurers. (de) The provisions of this Section 5.05 (i) 6.8 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified partyPerson, his or her heirs and his or her representatives and (ii) are in addition tolegal representatives, and not in substitution for, any other rights to indemnification or contribution that any each such person may have by Contract or otherwisePerson shall be an intended third party beneficiary of the provisions of this Section 6.8.

Indemnification, Exculpation and Insurance. (a) Each of Parent and the Surviving Entities shall, and Parent shall cause the Surviving Corporation to Entities to, assume and perform the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, managers, members or officers of OUTD, IM and their respective Subsidiaries that are existing, and any person who becomes a director or officer prior to the Company and its Subsidiaries Effective Time (each an “Indemnified Party”) as provided in the Company CertificateOUTD Organizational Documents, the Company BylawsIM Organizational Documents, the organization documents of any OUTD Subsidiary Organizational Documents or IM Subsidiary Organizational Documents, as applicable, or any written indemnification Contract between such directors Indemnified Party, on the one hand, and OUTD, IM or officers and their respective Subsidiaries, as applicable, on the Company other hand (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger Effective Time and shall continue in full force and effect in accordance with their terms. For no less than six (6) years after the Effective Time, Parent shall cause the certificate of incorporation and bylaws (or similar organizational documents, as applicable) of the Surviving Entities and their Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of OUTD, IM and their respective Subsidiaries than are presently set forth in the OUTD Organizational Documents, IM Organizational Documents, OUTD Subsidiary Organizational Documents or IM Subsidiary Organizational Documents, as applicable. (b) In the event that the Surviving Corporation either Parent or any of its the Surviving Entities or any of their respective successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of Parent or the applicable Surviving Corporation Corporation, as applicable, shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.12. (c) For Prior to the Effective Time, OUTD and IM may obtain and fully pay for “tail” insurance policies with a claims period of no more than six (6) years from and after the Effective Time with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with benefits and levels of coverage no less favorable than OUTD’s and IM’s existing policies, respectively, with respect to matters existing or occurring at or prior to the Effective Time (including with respect to acts and omissions occurring in connection with this Agreement or the transactions or actions contemplated hereby) and, if such policies have been obtained, Parent shall, and shall cause the Surviving Entities, as applicable, to maintain such policies in full force and effect after the Effective Time; provided, however, that in satisfying its obligation under this Section 6.12(c), none of OUTD, IM or Parent shall pay more than 225% of the annual premium paid as of the date of this Agreement by OUTD or IM, as applicable, to obtain such coverage. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, OUTD, IM and Parent shall only be obligated to provide the maximum coverage as may be obtained for such aggregate amount. If, as of the Effective Time, either OUTD or IM shall not have obtained the “tail” policies described in the previous sentence, for six (6) years after the Effective Time, Parent shall maintain (directly or indirectly through the CompanyOUTD’s or IM’s existing insurance programs, as applicable) in effect the CompanyOUTD’s and IM’s current directors’ and officers’ liability insurance in with respect of acts to matters existing or omissions occurring at or prior to the Effective TimeTime (including with respect to acts and omissions occurring in connection with this Agreement or the transactions or actions contemplated hereby), covering each person Person currently covered by the CompanyOUTD’s and IM’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent)policy, as applicable, on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent with another insurance company of comparable standing to OUTD’s or IM’s current insurer, as applicable, and containing terms and conditions, including with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)officers; provided, further, that in satisfying its obligation under this Section 5.05(c6.12(c), neither the Company nor none of OUTD, IM or Parent shall be obligated to pay more than 250225% per annum of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) as of the Company Disclosure Schedule); provideddate of this Agreement by OUTD or IM, further thatas applicable, it to obtain such coverage. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, OUTD, IM and Parent shall only be obligated to provide such the maximum coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.12 (i) are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each indemnified partyIndemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise. The obligations under this Section 6.12 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under a “tail” policy referred to in Section 6.12(c) (and their heirs and representatives)) without the prior written consent of such person.

Indemnification, Exculpation and Insurance. (a) Parent shall From and after the Effective Time, Allex Xxxtems will fulfill and honor and will cause the Surviving Corporation to assume fulfill and honor in all respects the obligations with of Viasoft pursuant to any indemnification agreements (including those set forth in Viasoft's certificate of incorporation and bylaws) between Viasoft and any of its Subsidiaries and their respective directors and officers (each, an "Indemnified Party") existing prior to the date hereof; provided that Allex Xxxtems and the Surviving Corporation will have no obligation to indemnify an Indemnified Party thereunder in respect of claims, liabilities or damages arising out of a breach of a representation or covenant made by Viasoft in this Agreement knowingly and willfully caused by such Indemnified Party. From and after the Effective Time, such obligations will be the joint and several obligations of Allex Xxxtems and the Surviving Corporation and, by executing this Agreement, Allex Xxxtems hereby assumes such obligations. Allex Xxxtems will cause to all rights be maintained for a period of not less than six years after the Effective Time Viasoft's current directors' and officers' insurance and indemnification policy to indemnification and exculpation from liabilities, including advancement of expenses, the extent that it provides coverage for acts or omissions events occurring at or prior to the Effective Time now (the "D&O Insurance") for all persons who are directors and officers of Viasoft on, or within one year prior to, the date of this Agreement. If the existing in favor D&O Insurance cannot be maintained, expires or is terminated or cancelled during such six-year period, Allex Xxxtems will use all reasonable efforts to cause to be obtained such equivalent D&O Insurance as can be obtained for the remainder of such period. The certificate of incorporation and bylaws of the current or former directors or officers Surviving Corporation will contain the same provisions with respect to indemnification and elimination of the Company and its Subsidiaries liability for monetary damages as provided are set forth in the Company Certificatecertificate of incorporation and bylaws of Viasoft, which provisions will not be amended, repealed or otherwise modified from the Company Bylaws, Effective Time in any manner that would adversely affect the organization documents rights thereunder of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further actionindividuals who, as of the date hereof, within one year prior to the date hereof, or any time after the date hereof and prior to the Effective Time Time, were directors, officers, employees or agents of Viasoft or its Subsidiaries, unless such modification is required by law and Allex Xxxtems will take all necessary action to cause such obligations shall survive provisions to be continuously applicable to all such persons after the Merger and shall continue in full force and effect in accordance with their termsEffective Time. (b) This Section 6.6 will survive any termination of this Agreement and the consummation of the Merger at the Effective Time and will be binding on all successors and assigns of Allex Xxxtems or the Surviving Corporation. In the event that Allex Xxxtems or the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person and is will not be the continuing or surviving corporation corporations or entity entities of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any personmerger, then, then and in each such case, Parent shall cause proper provision to provisions will be made so that the successors and assigns of Allex Xxxtems or the Surviving Corporation shall expressly will assume the obligations of Allex Xxxtems or the Surviving Corporation, as the case may be, set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.6. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause Zac acknowledges and agrees that the Surviving Corporation to shall by operation of law assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees or officers agents of the Company and or any of its Subsidiaries subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary Company’s or any written of its subsidiaries’ articles of incorporation, bylaws or any indemnification Contract between such directors directors, officers, employees or officers agents and the Company or any of its subsidiaries (in each case, as in effect on the date hereofof this Agreement), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsterms for a period of not less than six years from the Effective Time and that all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in 5.04 for a period of not less than six years from the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectEffective Time. (c) For six years after the Effective Time, Parent the Surviving Corporation shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), maintained by the Company or its subsidiaries on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on comparable to the date hereofinsurance maintained currently by the Company or its subsidiaries, as applicable; provided, however, provided that Parent the Surviving Corporation may (i) substitute therefor policies of Parent at least the same coverage containing terms and conditions which are not less advantageous to the beneficiaries of the current policies and with carriers having an A.M. Best “key rating” of A X or better, provided that such substitution shall not result in any gaps or lapses in coverage with respect to coverage (including as coverage relates matters occurring prior to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); , and provided, further, that in satisfying the Surviving Corporation shall first use its obligation under this Section 5.05(c)reasonable best efforts to obtain from such carriers a so-called “tail” policy providing such coverage and being effective for the full six year period referred to above, neither the Company nor Parent and shall be obligated entitled to obtain such coverage in annual policies from such carriers only if it is unable, after exerting such efforts for a reasonable period of time, to obtain such a “tail” policy; and provided, further, that the Surviving Corporation shall not be required to pay more than 250an annual premium in excess of 300% of the last annual premiums currently premium paid by the Company for such insurance (which annual premiums are prior to the date of this Agreement as set forth in Section 5.05(c5.04(c) of the Company Disclosure ScheduleSchedule (or, in the case of a “tail” policy obtained pursuant to the preceding proviso, shall not be required to pay an aggregate premium therefor in excess of an amount equal to six times 300% of such last annual premium) and, if the Surviving Corporation is unable to obtain the insurance required by this Section 5.04(c); provided, further that, it is understood and agreed that in shall obtain as much comparable insurance as possible for an annual premium (or an aggregate premium, as the event case may be) equal to such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate maximum amount. (d) The provisions of this Section 5.05 5.04 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives representatives, and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise. It is expressly agreed that the indemnified parties shall be third party beneficiaries of this Section 5.04.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof)of this Agreement and set forth in Section 5.06 of the Company Letter (the “Scheduled Indemnity Agreements”) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor the foregoing obligations. (a) Without limiting the foregoing, the Surviving Corporation and its Subsidiaries (and their successors) shall maintain for a period of not less than six years from and after the Effective Time any provisions in the certificates of incorporation, bylaws and other organizational documents of the Company and its Subsidiaries in effect as of the date of this Agreement concerning the indemnification and exculpation (including provisions relating to expense advancement) of the Company’s and its Subsidiaries’ current or former directors or officers, or provisions that are no less favorable to those persons than the provisions of the certificate of incorporation, bylaws and other organizational documents of the Company and its Subsidiaries in effect as of the date of this Agreement, and such provisions shall not be amended, repealed or otherwise modified in any manner adverse to such indemnified party, except as required by applicable Law or except to make such provisions more favorable to those persons. (b) In the event that If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person corporation or entity and is not the continuing or surviving corporation or entity of such the consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any personindividual, corporation or other entity, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of the Surviving Corporation shall expressly assume all of the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.06. (c) For six years after Prior to the Effective Time, Parent the Company shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current purchase a six year “tail” directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to policy effective for claims asserted for a six year period after the Effective Time, 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 heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts that are no less favorable than those of such policy of the Company in effect on the date hereofof this Agreement, which insurance shall, prior to the Closing, be in effect and prepaid for such entire six-year period; provided, however, provided that Parent may the Company shall not pay aggregate premiums (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusionsthe entire six-year period) and amounts no less favorable to for such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as policy in excess of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250300% of the current annual premiums currently premium paid by the Company for its existing coverage (the “Maximum Premium”). If such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount at all, or less in the aggregate, Parent shall can only be obligated obtained at an aggregate premium in excess of the Maximum Premium, the Company will acquire the most advantageous policy obtainable for an aggregate premium equal to provide such coverage as may be obtained for such aggregate amountthe Maximum Premium. (d) The rights of each indemnified party hereunder shall be in addition to, and not in limitation of, any other rights such indemnified party may have under the certificate of incorporation or bylaws or any other organizational documents of the Company or any of its Subsidiaries, any Scheduled Indemnity Agreement, the DGCL or otherwise. The provisions of this Section 5.05 (i) 5.06 shall survive the consummation of the Merger and are expressly intended to be for the benefit of, and will shall be enforceable by, each of the indemnified partyparties and shall be binding on Parent, his or her heirs the Surviving Corporation and his or her representatives their respective successors and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiseassigns.

Indemnification, Exculpation and Insurance. (a) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to to, assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary Bylaws or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect in the certificates of incorporation and by-laws or similar organizational documents of the Surviving Corporation and its Subsidiaries, the exculpation, indemnification and advancement of expenses provisions of the Company’s and its Subsidiaries’ certificates of incorporation and by-laws or similar organizational documents as in effect immediately prior to the Effective Time or in any indemnification Contracts of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.07. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each individual who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person (the “Officer Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of matters existing or occurring at or prior to the Effective Time, including in connection with any actions or omissions taken at the request of Parent, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law and its certificate of incorporation or by-laws in effect on the date hereof to indemnify such Person (and Parent shall cause the Surviving Corporation to also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, however, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Person is not legally entitled to indemnification under applicable Law). (c) In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as applicable, shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.07. (cd) For six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance (or such other insurance that is no less favorable to the Officer Indemnified Parties than the Company’s current directors’ and officers’ liability insurance) in respect of acts or omissions occurring at or prior to the Effective Time, covering each person Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that (i) the Company may, at its election, substitute therefor a single premium tail policy with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable to the directors and officers covered under such insurance policy as the limits, terms and conditions in the existing policies of the Company; or (ii) if the Company does not substitute as provided in clause (i) above, then Parent may (iA) substitute therefor policies of Parent Parent, from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (iiB) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under connection with this Section 5.05(c6.07(d), neither the Company nor Parent shall be obligated to pay more than 250% a one-time premium (in connection with a single premium tail policy described above) in excess of the annual premiums currently paid by the Company for such insurance (which annual premiums are amount set forth in Section 5.05(c6.07(d)(i) of the Company Disclosure Schedule); provided, further that, it Letter or be obligated to pay annual premiums (in connection with any other directors and officers insurance policy described above) in excess of the annual premiums set forth in Section 6.07(d)(ii) of the Company Disclosure Letter. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in less, then the aggregate, Parent Company shall only be obligated to provide such obtain the maximum amount of coverage as may be obtained for such aggregate amount. (de) Parent shall, and shall cause the Surviving Corporation to, pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Officer Indemnified Party in enforcing the indemnity and other obligations provided in this Section 6.07, unless it is ultimately determined that such Officer Indemnified Party is not entitled to indemnity. (f) The provisions of this Section 5.05 6.07 (i) are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each indemnified partyOfficer Indemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise. Nothing in this Agreement, including this Section 6.07, is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.07 is not prior to, or in substitution for, any such claims under any such policies. The provisions of this Section 6.07 shall survive the consummation of the Merger.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to Razorfish agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company i-Cube and its Subsidiaries subsidiaries as provided in the Company Certificatetheir respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of i-Cube, the Company Bylawsexistence of which does not constitute a breach of this Agreement, shall be assumed by the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and Surviving Corporation in the Company (in each case, as in effect on the date hereof)Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Razorfish shall cause the Surviving Corporation to honor all such rights. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent Razorfish shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.09. (c) For six years after the Effective Time, Parent Razorfish shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s i-Cube's current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s i-Cube's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that Parent Razorfish may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers Razorfish or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)subsidiaries; provided, provided further, that if the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, Razorfish will obtain as much directors' and officers' liability insurance as can be obtained for the remainder of such period for a premium not in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250excess of 150% of the annual aggregate premiums currently paid by the Company i-Cube in 1998 on an annualized basis for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood purpose and agreed that in the no event such coverage cannot shall Razorfish be obtained for such amount or less in the aggregate, Parent shall only be obligated required to provide such coverage as may be obtained for such pay aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution premiums for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and its Subsidiaries (the "Indemnified Parties") to the maximum extent as provided in the Company CertificateCompany's articles of incorporation or bylaws (as the same now exists or hereafter may be amended, but in the case of such amendment only to the extent such amendment permits broader rights), the Company BylawsRhode Island Act (as the same now exists or hereafter may be amended, but in the organization documents case of any Subsidiary such amendment only to the extent such amendment permits broader rights), or any written indemnification Contract in separate indemnity agreements between such directors or officers and the Company (and such indemnified parties, will be assumed by the Surviving Corporation and Parent will cause the Surviving Corporation to honor such obligations in each caseaccordance with the terms thereof, as in effect on to the date hereof)extent permitted by applicable law, without further action, as of the Effective Time Time, and such obligations shall survive the Merger and shall rights will continue in full force and effect in accordance with their respective terms. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal from and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); providedwho become directors or officers of Parent will be entitled to the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) as are afforded to other directors and officers of Parent. Notwithstanding any other provision hereof, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 5.5 are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified partyIndemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. (b) Parent will, and will cause the Surviving Corporation to, maintain in effect for a period of six years after the Effective Time policies of directors' and officers' liability insurance equivalent in all material respects to those maintained by or on behalf of the Company on the date hereof (and having coverage and containing terms and conditions which in the aggregate are not less advantageous to the persons currently covered by such policies as insured) with respect to claims arising from any actual or alleged wrongful act or omission occurring prior to the Effective Time for which a claim has not been made against any director or officer of the Company and/or any director or officer of the Company Subsidiaries prior to the Effective Time; provided, however, that if -------- ------- the aggregate premiums for such insurance exceeds 200% of the per annum rate of premium currently paid by the Company for such insurance on the date of this Agreement, then Parent will cause the Surviving Corporation to, and the Surviving Corporation will, provide the maximum coverage that will then be available at an aggregate premium equal to 200% of such rate, provided, further, however, that, notwithstanding such 200% limitation, such directors' and officers' coverage , or equivalent "tail" or "discovery period" coverage, will in any event be provided for a minimum of three years following the Effective Time.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation agrees to assume the obligations with respect to all rights to indemnification indemnify and exculpation hold harmless from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing those classes of persons currently entitled to indemnification from the Company and its subsidiaries as provided in favor their respective certificates of incorporation or by-laws (or comparable organizational documents). Parent also agrees to advance expenses to any such person promptly upon receipt of an undertaking from such person that such expenses shall be repaid should it be ultimately determined that such person is not entitled to indemnification. In addition, from and after the Effective Time, directors and officers of the current or former Company who become directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary Parent or any written of its subsidiaries will be entitled to indemnification Contract between such directors under Parent's or officers any of its subsidiaries' certificate of incorporation and the Company (in each caseby-laws, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect same may be amended from time to time in accordance with their termsterms and applicable law, and to all other indemnity rights and protections as are afforded to other directors and officers of Parent or any of its subsidiaries. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) except for any disposition of assets by the Surviving Corporation required by applicable law in connection with the Merger, transfers or conveys all or substantially all of its properties and other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.03. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s 's current directors’ ' and officers’ ' liability insurance in respect of covering acts or 42 50 omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s 's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that Parent may (i) substitute therefor policies of Parent or its subsidiaries containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts amount no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)officers; provided, further, that in satisfying its obligation no event shall Parent be required to pay aggregate premiums for insurance under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 2505.03(c) in excess of 200% of the annual aggregate premiums currently paid by the Company in fiscal 1999 for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountpurpose. (d) The provisions of this Section 5.05 5.03 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation or its applicable Subsidiary to assume and honor the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries (other than VMware and its Subsidiaries) as provided in the Company CertificateArticles, the Company Bylaws, the organization organizational documents of any Subsidiary the Company’s Subsidiaries (other than VMware’s Subsidiaries) or any written indemnification Contract between such directors or officers and the Company or any of its Subsidiaries (other than VMware and its Subsidiaries) (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsterms as of the date hereof. For a period of six years following the Closing Date, Parent shall cause the Surviving Corporation and its Subsidiaries not to amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors or officers of the Company or any of its Subsidiaries (other than VMware and its Subsidiaries). (b) In For a period of six years following the event that Closing Date, Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the Indemnified Parties) each current and former director or officer of the Company or any of its successors Subsidiaries (other than VMware and its Subsidiaries) and each person who served, at the request of the Company or assigns any of its Subsidiaries (iother than VMware and its Subsidiaries), as a director, officer, member, trustee, or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), to the same extent any such Indemnified Party would have been entitled to be indemnified and held harmless (and been entitled to advancement of funds) consolidates prior to the date of this Agreement under the Company Articles or Company Bylaws or the organizational documents of the Company’s Subsidiaries (other than VMware’s Subsidiaries), against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any Action to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Losses”) in connection with any actual or merges into threatened Action arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or after the Effective Time in connection with such Indemnified Party’s service as a director or officer of the Company or any of its Subsidiaries (other than VMware and its Subsidiaries) (including acts or omissions in connection with such Indemnified Party’s service as an officer, director, member, trustee or other fiduciary in any other entity if such services were at the request or for the benefit of the Company), including the Merger and the other transactions contemplated by this Agreement; provided, that any person and to whom any funds are advanced pursuant to the foregoing must, if required by Law, provide an undertaking to repay such advances if it is ultimately determined that such person is not 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 other assets entitled to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectindemnification. (c) For six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s and its Subsidiaries’ current directors’ and officers’ liability insurance and fiduciary liability insurance (or such other insurance that is no less favorable to the current beneficiaries thereof than the Company’s and its Subsidiaries’ current directors’ and officers’ liability insurance and fiduciary liability insurance) in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Company’s or its Subsidiaries’ directors’ and officers’ liability insurance policy and fiduciary liability insurance policies (a complete and accurate copy copies of which has have been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy policies in effect on the date hereof; provided, however, that Parent may (i) the Company may substitute therefor a single premium tail policy with respect to such directors’ and officers’ liability insurance and fiduciary liability insurance with policy limits, terms and conditions at least as favorable to the directors and officers covered under such insurance policy as the limits, terms and conditions in the existing policies of the Company and its Subsidiaries; or (ii) if the Company does not substitute as provided in clause (i) above, then Parent may substitute therefor policies of Parent Parent, from an insurance carrier with the same or better credit rating as the Company’s and its Subsidiaries’ current insurance carrier, containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)officers; provided, further, that in satisfying its obligation under connection with this Section 5.05(c5.06(c), neither the Company nor Parent shall be obligated to pay more than 250a one-time premium (in connection with a single premium tail policy described above) in excess of 300% of the annual premiums currently paid by the Company for such insurance (which annual premiums are amount set forth in Section 5.05(c5.06(c)(i) of the Company Disclosure Schedule); provided, further that, it Letter or be obligated to pay annual premiums (in connection with any other directors and officers insurance policy or fiduciary liability insurance policy described above) in excess of the annual premiums set forth in Section 5.06(c)(ii) of the Company Disclosure Letter. It is understood and agreed that in the event if such coverage cannot be obtained for such amount or less in less, then the aggregate, Parent Surviving Corporation shall only be obligated to provide such obtain the maximum amount of coverage as may be obtained for such aggregate amount. (d) To the fullest extent permitted under applicable Law, from and after the Effective Time, Parent shall cause the Surviving Corporation to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.06 if and to the extent that such Indemnified Party is determined to be entitled to receive such indemnification. (e) The provisions of this Section 5.05 5.06 (i) shall survive the consummation of the Merger and are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each indemnified party, his or her heirs and his or her representatives indemnitee referred to above and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (f) In the event Parent, the Surviving Corporation or any of 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 in such consolidation or merger or (ii) transfers all or substantially all of its properties, rights and assets to any person, then, in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.06.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to assume indemnify and hold harmless each individual who is as of the obligations date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its subsidiaries as a director or officer of another person (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts matters existing or omissions occurring at or prior to the Effective Time now existing in favor (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the current Company or former any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or officers claimed prior to, at or after the Effective Time, to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company and its Subsidiaries any indemnification agreements in existence as provided of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or Parent to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by the Company Certificatepursuant to the Company Certificate of Incorporation, the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, the Company BylawsCertificate of Incorporation or the Bylaws of the Company, the organization documents of and any Subsidiary or any written indemnification Contract between such directors or officers and the Company (agreements in each case, as in effect on the date hereof), without further action, existence as of the Effective Time date of this Agreement, to repay such advances if it is ultimately determined that such person is not entitled to indemnification and such obligations shall survive the Merger (ii) Parent shall, and shall continue cause its subsidiaries to, cooperate in full force and effect in accordance with their terms. (b) the defense of any such matter. In the event that Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Corporation shall expressly Corporation, as applicable, assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.4. (cb) For a period of six years from and after the Effective Time, Parent the Surviving Corporation shall maintain (directly or indirectly through the Company’s existing insurance programs) either cause to be maintained in effect the Company’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or any of their subsidiaries or provide substitute polices for of not less than the existing coverage and have other terms not less favorable to the insured persons with respect to claims arising from facts or events that occurred on or before the Effective Time, except that in no event shall Parent or the Surviving Corporation be required to pay with respect to such insurance policies (or substitute insurance policies) of the Company in respect of acts any one policy year more than 300% of the annual premium payable by the Company for such insurance for the prior twelve months (the “Maximum Amount”), and if Parent or omissions occurring the Surviving Corporation is unable to obtain the insurance required by this Section 6.4 it shall obtain as much comparable insurance as possible for the years within such six-year period for an annual premium equal to the Maximum Amount, in respect of each policy year within such period; provided that in lieu of the foregoing, the Company may obtain at or prior to the Effective Time, covering each person currently covered by Time a six-year “tail” policy under the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such existing directors and officers or (ii) request insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as same may be obtained for such aggregate amountan amount that, on an annual basis, does not exceed the Maximum Amount. (dc) The provisions of this Section 5.05 6.4 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified partyor insured party (including the Indemnified Parties), his or her heirs and his or her representatives representatives, and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers directors, officers, employees and agents of the Company and its Subsidiaries subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) shall be assumed and performed by the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof)Surviving Corporation, without further action, as of at the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. Parent and Sub agree that any existing indemnification agreements between the Company and any current or former director, officer, employee or agent of the Company or any of its subsidiaries shall be assumed and performed by the Surviving Corporation, without any further action, at the Effective Time and shall survive the Merger and continue in full force and effect in accordance with their terms. (b) In the event that Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors successor and assigns assign of Parent or the Surviving Corporation shall expressly assume assumes the obligations set forth in this Section 5.05. In addition5.07, and in the such event (A) all references to the Surviving Corporation transfers any material portion of its assets, in this Section 5.07 shall be deemed a single transaction or in a series of transactions or (B) Parent takes any action reference to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal successor and financial, to satisfy such obligations will not be diminished in any material respectassign. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s 's current directors’ ' and officers’ ' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered by the Company’s 's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts no less favorable in any material respect to such directors and officers than those of such policy as in effect on the date hereofof this Agreement; provided that Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the insurance coverage otherwise required under this Section 5.07(c); provided, however, that in no event shall Parent may (i) substitute therefor policies of Parent containing terms with respect be required to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing pay aggregate premiums for insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 2505.07(c) in excess of 225% of the annual amount of the aggregate premiums currently paid by the Company for fiscal year 2001 for such insurance purpose (which annual fiscal year 2001 premiums are set forth in Section 5.05(c) of hereby represented and warranted by the Company Disclosure Scheduleto be $151,750); provided, further that, it is understood and agreed provided that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only nevertheless be obligated to provide such coverage as may be obtained for such aggregate 225% amount. (d) The provisions of this Section 5.05 (i) 5.07 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are representatives. Parent shall cause the Surviving Corporation to comply with its obligations set forth in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwisethis Section 5.07.

Indemnification, Exculpation and Insurance. (a) Parent From and after the Effective Time, Prison Realty shall cause indemnify, defend and hold harmless to the Surviving Corporation fullest extent permitted by applicable federal and state law each person who is on the date hereof, or has been at any time prior to assume the obligations date hereof or who becomes prior to the Effective Time, a director or officer of CCA or was serving at the request of CCA as a director or officer of any domestic or foreign corporation, joint venture, trust, employee benefit plan or other enterprise (collectively, the "Indemnities") arising out of CCA's Charter or Bylaws in effect at the Effective Time against any and all losses in connection with respect or arising out of any claim which is based upon, arises out of or in any way relates to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts any actual or omissions alleged act or omission occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary Indemnitee's capacity as a director or any written indemnification Contract between such directors officer (whether elected or officers and the Company (in each case, as in effect on the date hereofappointed), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsCCA. (b) In the event that the Surviving Corporation Prison Realty or any of its successors or assigns assigns: (i) consolidates with or merges into any other person corporation or entity and is 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 other assets to any personperson or entity, then, and in each such case, Parent to the extent necessary, proper provisions shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly Prison Realty assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.07. (c) For six Prison Realty shall maintain in effect for not less than two (2) years after from the Effective Time, Parent shall maintain (directly or indirectly through Time the Company’s existing insurance programs) in effect the Company’s current policies of directors’ ' and officers’ ' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently covered most recently maintained by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereofCCA; provided, however, that Parent Prison Realty may (i) substitute therefor policies of Parent with reputable and financially sound carriers for substantially similar coverage containing terms and conditions which are no less advantageous for so long as such substitution does not result in gaps or lapses in coverage with respect to coverage (including as coverage relates claims arising from or relating to deductibles and exclusions) and amounts no less favorable matters occurring prior to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided. Prison Realty shall pay all expenses, furtherincluding attorneys' fees, that may be incurred by any Indemnitee in satisfying its obligation under enforcing the indemnity and other obligations provided for in this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount5.07. (d) The provisions of this Section 5.05 (i) 5.07 are intended to be for the benefit of, and will shall be enforceable by, each indemnified party, his or her Indemnitee and their respective heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiserepresentatives.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now and rights to advancement of expenses relating thereto existing as of the date hereof in favor of any person who is or prior to the current Effective Time becomes, or former directors has been at any time prior to the date hereof, a director or officers officer of the Company and or any of its Subsidiaries (each, an “Indemnified Party”) as provided in the Company CertificateCertificate of Incorporation, the Company Bylaws, the organization equivalent organizational documents of any Subsidiary of the Company which has been made available to Parent, or any written indemnification Contract agreement between such directors or officers Indemnified Party and the Company (in each caseor any of its Subsidiaries which has been made available to Parent, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their respective terms. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation Certificate of Incorporation and the bylaws of the Surviving Corporation to contain provisions no less favorable with respect to indemnification, exculpation, limitation of liabilities and advancement of expenses with respect to present and former directors and officers of the Company and its Subsidiaries in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time than are as set forth in the Company Certificate of Incorporation or the Company Bylaws and shall not amend, repeal or otherwise modify the Surviving Corporation Certificate of Incorporation or the bylaws of the Surviving Corporation in any manner that would adversely affect the rights thereunder of any Indemnified Parties with respect to indemnification, exculpation and limitation of liabilities of the Indemnified Parties and advancement of expenses. (b) Without limiting Section 7.05(a), from and after the Effective Time, in the event of any threatened or actual Action, whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, the fact that the Indemnified Party is or was a director (including in a capacity as a member of any board committee), or officer of the Company, any of its Subsidiaries or any of their respective predecessors, Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless, as and to the fullest extent permitted by Law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including payment of reasonable attorney’s fees and expenses in advance of the final disposition of any Action to each Indemnified Party to the fullest extent permitted by Law upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Action. Any determination of entitlement to indemnification under the preceding sentences shall be made by an independent counsel selected jointly by the Surviving Corporation and such Indemnified Party. Each of Parent, the Surviving Corporation and the Indemnified Party shall cooperate in the defense of any matter for which such Indemnified Party has validly sought indemnification under such indemnification agreement; provided that no Indemnified Person will be liable for any settlement of such matter effected without his or her prior written consent. Parent’s and the Surviving Corporation’s obligations under this Section 7.05(b) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights hereunder in respect of any Action asserted or made within such period shall continue until the final disposition of such Action. (c) For a period of six (6) years from the Effective Time, Parent shall maintain in effect the Company’s current directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time, covering each Indemnified Party on terms with respect to such coverage and amounts no less favorable in the aggregate than those of such policies in effect on the date hereof; provided that neither Parent nor the Surviving Corporation shall be required to pay an aggregate annual premium for such insurance policies in excess of 300% of the annual premium paid by the Company for coverage for its last full fiscal year for such insurance (which amount the Company represents and warrants is set forth in Section 7.05(c) of the Company Disclosure Letter) (the “Maximum Premium”); provided, further that if the annual premiums of such insurance coverage exceed such amount, if and to the extent available commercially, Parent or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided, further that Parent may substitute therefor policies of a reputable national insurance company (with comparable credit ratings to the Company’s existing carrier) the material terms of which, including with respect to coverage and amount, are no less favorable in any material respect to any Indemnified Party. Notwithstanding the foregoing, the Company (prior to the Merger Closing Date) may (after reasonable consultation with Parent), or at Parent’s written request prior to the Merger Closing Date will, or Parent or the Surviving Corporation upon the Effective Time may, obtain in lieu of the insurance contemplated by the preceding sentence a prepaid (or “tail”) directors’ and officers’ liability insurance 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 who is covered by such policies on the date hereof on terms with respect to such coverage and amounts no less favorable than those of such policies in effect on the date hereof; provided that the maximum premium for such tail insurance policy shall not be in excess of the Maximum Premium; provided, further that any such tail policy may not be amended, modified or canceled or revoked by the Company, Parent or the Surviving Corporation in any manner that is adverse to the beneficiaries. (d) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and other assets to any person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent the Surviving Corporation and Parent, respectively, shall cause proper provision to be made so that the applicable successors and assigns of the Surviving Corporation shall or transferees expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion 7.05 unless assumed by operation of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectLaw. (ce) For six years From and after the Effective Time, Parent shall maintain Time (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or but not prior to 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 heretofore delivered to Parentthereto), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) 7.05 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs Indemnified Party and his or her representatives and (ii) heirs. The provisions of this Section 7.05 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent agrees that, and shall cause the Surviving Corporation Company to assume the obligations with respect to associated with, all rights of the individuals who on or prior to the Effective Time were directors or officers of the Company or any of its Subsidiaries (collectively, the "Indemnitees") to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, respective Certificate of Incorporation or Bylaws (or comparable organizational documents) of the Company Bylaws, the organization documents of any Subsidiary or any written of its Subsidiaries as now in effect, and any indemnification Contract between such directors agreements or officers and arrangements of the Company (in each case, as in effect on the date hereof), without further action, as or any of the Effective Time and such obligations its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees; provided, however, that the Surviving Company shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. (b) In Parent, from and after the event that the Surviving Corporation or any of its successors or assigns Effective Time, shall cause (i) consolidates the Certificate of Formation and Limited Liability the Company Agreement of the Surviving Company to contain provisions no less favorable to the Indemnitees with or merges into any other person respect to limitation of certain liabilities of directors, officers, employees and is not agents and indemnification than are set forth as of the continuing or surviving corporation or entity date of such consolidation or merger or this Agreement in the Certificate of Incorporation and Bylaws of the Company and (ii) transfers the Certificate of Incorporation and Bylaws (or conveys all or substantially all similar organizational documents) of its properties and other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns Subsidiary of the Surviving Corporation Company to contain the current provisions regarding indemnification of directors, officers, employees and agents which provisions in each case shall expressly assume the obligations set forth in this Section 5.05. In additionnot be amended, in the event (A) the Surviving Corporation transfers any material portion of its assets, repealed or otherwise modified in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair manner that would adversely affect the financial ability rights thereunder of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectIndemnitees. (c) For six years the six-year period commencing immediately after the Effective Time, Parent the Surviving Company shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s 's current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Time with respect to those persons who are currently covered by the Company’s 's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided, however, that that, if the Company's current directors' and officers' liability insurance expires, is terminated or is canceled, Parent may (i) substitute therefor policies of Parent containing shall, or shall cause the Surviving Company to, obtain directors' and officers' liability insurance covering such acts or omissions with respect to each such person on terms with respect to such coverage (including as coverage relates to deductibles and exclusions) and amounts amount no less favorable to such the Company's directors and officers currently covered by such insurance than those of such policy in effect immediately prior to the date of such expiration, termination or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)cancellation; provided, further, that in satisfying its obligation under this Section 5.05(c), neither no event shall the Surviving Company nor Parent shall be obligated required to pay more than 250expend per annum of coverage in excess of 150% of the annual premiums premium currently paid by the Company for such coverage (or such coverage as is available for 150% of such annual premium). Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase "tail" insurance (which annual premiums are coverage covering a period of six years after the Effective Time, at a cost no greater than that set forth in Section 5.05(c) of the Company Disclosure Schedule); providedpreceding sentence, further that, it is understood and agreed that provides coverage identical in all material respects to the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountdescribed above. (d) The provisions of this Section 5.05 3.3.3 (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyIndemnitee, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise. (e) In the event that the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving company 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 and assigns of the Surviving Company shall assume all of the obligations thereof set forth in this Section 3.3.3. (f) Parent, from and after the Effective Time, shall unconditionally guarantee the timely payment of all funds owed by, and the timely performance of all other obligations of, the Surviving Company under this Section 3.3.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date of this Agreement (in each case, to the extent copies of which have been made available in the Data Room to Parent prior to the date hereof)) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsterms without amendment, repeal or other modification for a period of six (6) years following the Closing Date; provided that such obligations shall be subject to any limitation imposed from time to time under applicable Law. From and after the Effective Time, Parent and the Surviving Corporation shall be jointly and severally liable to pay and perform in a timely manner such indemnification obligations. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.5. (c) For six years after From the Closing through the sixth anniversary of the Effective TimeTime (such period, the “Tail Period”), Parent shall, or shall cause the Surviving Corporation to, maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts no less favorable in the aggregate than those of such policy in effect on the date hereofof this Agreement (copies of which have been made available in the Date Room to Parent); provided, however, provided further that Parent or the Surviving Corporation may (i) substitute therefor policies of Parent containing any reputable insurance company or (ii) satisfy its obligation under this Section 5.5(c) by causing the Company to obtain, on or prior to the Closing Date, prepaid (or “tail”) directors’ and officers’ liability insurance policy at Parent’s expense, in each case, the material terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable in the aggregate to such directors and officers or (ii) request that than the Company obtain such extended reporting period insurance coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation otherwise required under this Section 5.05(c5.5(c), neither ; provided further that Parent and the Company nor Parent Surviving Corporation shall not be obligated required to pay more than 250an annual premium for such insurance in excess of 300% of the annual premiums premium currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedulerepresents is $103,500); provided, and provided further that, it is understood and agreed that in if the event annual premium of such insurance coverage cannot be obtained for exceeds such amount or less in the aggregateamount, Parent or the Surviving Corporation shall only be obligated to provide obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 5.5 are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent From and after the Effective Time, Buyer shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless, to assume the obligations extent provided by the Company prior to the Effective Time, the Persons who at or prior to the Effective Time were directors, managing members, officers, employees, agents or stockholders of the Company or any of the Subsidiaries, or were a Consultant (as defined in the Management Agreement) or a member, manager, officer, fiduciary, employee or agent of a Consultant (collectively, the “Indemnitees”), with respect to all acts or omissions by them or taken at the request of the Company or any of the Subsidiaries in each case at or prior to the Effective Time. Buyer agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company CertificateCertificate of Incorporation, the Company Bylaws, the organization or comparable organizational documents of any Subsidiary of the Subsidiaries as now in effect, and any indemnification agreements or arrangements of the Company or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations Subsidiaries, shall survive the Merger Closing and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, from and after the Effective Time Buyer shall, or shall cause the Surviving Corporation to, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 6.6 (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.6), as incurred to the extent provided by the Company prior to the Effective Time, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) Each of Buyer and Merger Sub hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and the Subsidiaries (collectively, the “Indemnitors”). Buyer hereby agrees (i) that Buyer and the Surviving Corporation are the indemnitor of first resort (i.e., their obligations to the Indemnitees are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Indemnitee are secondary), (ii) subject to Section 6.6(a), Buyer and the Surviving Corporation shall be required to advance the full amount of expenses incurred by any Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the Certificate of Incorporation, the Bylaws, and certificate of incorporation, certificate of formation, bylaws, limited partnership agreement or limited liability company agreement or comparable organizational documents of any of the Subsidiaries (or any other agreement between the Company or any of the Subsidiaries and any such Indemnitee), without regard to any rights the Indemnitee may have against the Indemnitors, and (iii) Buyer and the Surviving Corporation irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Surviving Corporation further agree that no advancement or payment by an Indemnitor on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the Surviving Corporation shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Surviving Corporation. Buyer and the Indemnitees agree that the Indemnitors are express third party beneficiaries of the terms of this Section 6.6(b). (c) Buyer, from and after the Effective Time, shall, or shall cause the Surviving Corporation to, cause (i) the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of certain liabilities of directors, officers, employees and agents and indemnification than are set forth as of the date of this Agreement in the Certificate of Incorporation and the Bylaws and (ii) the certificate of incorporation and bylaws or comparable organizational documents of each Subsidiary to contain the current provisions regarding indemnification of directors, officers, employees and agents which provisions in each case shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. (d) Each Indemnitee shall have the right (but not the obligation) to control the defense of, including the investigation of, any litigation, claim or proceeding (each, a “Claim”) relating to any acts or omissions covered under this Section 6.6 with counsel selected by the Indemnitee; provided, however, that (i) the Surviving Corporation shall be permitted to participate in the defense of such Claim at its own expense and (ii) the Surviving Corporation shall not be liable for any settlement effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (e) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee’s conduct complies with the standards set forth under applicable Law, the applicable organizational documents of the Company or any of the Subsidiaries or any indemnification agreements or arrangements of the Company or any of the Subsidiaries, as the case may be, shall be made by independent legal counsel selected by such Indemnitee. (f) Each of Buyer and the Indemnitee shall, and Buyer shall cause the Surviving Corporation to, cooperate, and cause their respective Affiliates to cooperate, in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) Buyer shall, at its own expense, obtain a six (6) year “run-off” or “tail” policy for the Company and the Subsidiaries commencing on the Effective Time, and maintain such policy in effect for a period of six (6) years after the Effective Time, with respect to claims arising from or related to facts or events that occurred at or before the Effective Time, with reputable and financially sound carriers and with at least the same coverage and amounts as and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance maintained by the Company and the Subsidiaries and Buyer shall provide evidence of such “run-off” or “tail” policy to the Stockholders’ Representatives prior to the Effective Time and shall cause the Surviving Corporation and the Subsidiaries to maintain such policy in effect for the full period of six (6) years after the Effective Time; provided, that the cost of such policy shall not exceed 300% of the current cost of such current policies as of the Effective Time. (h) The provisions of this Section 6.6: (i) are 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) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (i) In the event that Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of Buyer and of the Surviving Corporation shall expressly assume all of the obligations of the Buyer and the Surviving Corporation set forth in this Section 5.05. In addition, in the event 6.6. (Aj) The obligations of Buyer and the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither 6.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 6.6 applies without the Company nor Parent consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.6 applies shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions third party beneficiaries of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise6.6).

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall will, or will cause the Surviving Corporation to, indemnify each individual who at the Effective Time is, or any time prior to assume the obligations with Effective Time was, a director or officer of the Company or any of its Subsidiaries in respect to all rights to of indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions by them in their capacity as such occurring at or prior to the Effective Time now existing (and rights for advancement of expenses) to the extent provided in favor (i) the Company Certificate of Incorporation or Company Bylaws as in effect on the current date hereof and (ii) any indemnification or former directors or officers other agreements of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), which shall survive the Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided, however that the Surviving Corporation shall not be required to indemnify any such person for fraud, criminal conduct or responsibility for breach of this Agreement. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent the Surviving Corporation shall cause proper provision to be made so that the its successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.12. (c) For six years from and after the Effective Time, Parent shall maintain (directly maintain, or indirectly through cause the Company’s existing insurance programs) Surviving Corporation to maintain, in effect the Company’s current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, Time covering each person Person currently covered by the Company’s directors’ ' and officers’ ' liability insurance policy as of the date hereof (a complete the "Current D&O Policy") maintained by the Company and accurate copy of which has been heretofore delivered to Parent), its Subsidiaries on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereofhereof or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Parent and the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of $350,000 (which amount represents 200% of the annual premium currently paid by the Company for the Current D&O Policy); provided, further that Parent may (i) substitute therefor policies of Parent containing of at least the same coverage and amount and such other terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts which are, in the aggregate, no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountofficers. (d) The provisions of this Section 5.05 5.12 are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified partyparty currently covered by such insurance or such indemnification agreements or provisions, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation Travelers agrees to assume the obligations with respect to all rights to indemnification indemnify and exculpation hold harmless from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor those classes of the current or former directors or officers of the Company persons currently entitled to indemnification from Citicorp and its Subsidiaries subsidiaries as provided in their re spective certificates of incorporation or by-laws (or comparable organizational documents) and to assume as the Company Certificate, Surviving Corporation in the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof)Merger, without further action, as of the Effective Time any indemnification agreements of Citicorp in effect as of the date hereof. In addition, from and such obligations shall survive after the Merger Effective Time, directors and shall continue in full force officers of Citicorp who become directors or officers of Travelers will be entitled to indemnification under Travelers' Restated Certificate of Incorporation and effect Bylaws, as the same may be amended from time to time in accordance with their termsterms and applicable law, and to all other indemnity rights and protections as are af forded to other directors and officers of Travelers. (b) In the event that the Surviving Corporation Travelers or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving sur viving corporation or entity of such consolidation or merger or (ii) except for any disposition of assets by the Surviving Corporation required by applicable law in connection with the Merger, transfers or conveys all or substantially all of its properties and other assets to any person, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation shall expressly Trav elers assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.07. (c) For six years after the Effective Time, Parent Travelers shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s Citicorp's current directors’ ' and officers’ ' liability insurance in respect of covering acts or omissions occurring at or prior to the Effective Time, covering each person Effec tive Time with respect to those persons who are currently covered by the Company’s Citicorp's directors’ ' and officers’ ' liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that Parent Travelers may (i) substitute therefor policies of Parent Travelers or its subsid iaries containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts amount no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time)officers; provided, further, that in satisfying its obligation no event shall Travelers be required to pay aggregate premiums for insurance under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 2505.07(c) in excess of 200% of the annual aggregate premiums currently paid by the Company Citicorp in 1997 for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amountpurpose. (d) The provisions of this Section 5.05 5.07 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to assume indemnify and hold harmless each individual who is as of the obligations date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its subsidiaries as a director or officer of another person (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts matters existing or omissions occurring at or prior to the Effective Time now existing in favor (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the current Company or former any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or officers claimed prior to, at or after the Effective Time, to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Certificate of Incorporation, the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company and its Subsidiaries any indemnification agreements in existence as provided of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or Parent to the same extent as such Indemnified Parties are entitled to advance of expenses as of the date of this Agreement by the Company Certificatepursuant to the Company Certificate of Incorporation, the Bylaws of the Company or the governing or organizational documents of any subsidiary of the Company; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, the Company BylawsCertificate of Incorporation or the Bylaws of the Company, the organization documents of and any Subsidiary or any written indemnification Contract between such directors or officers and the Company (agreements in each case, as in effect on the date hereof), without further action, existence as of the Effective Time date of this Agreement, to repay such advances if it is ultimately determined that such person is not entitled to indemnification and such obligations shall survive the Merger (ii) Parent shall, and shall continue cause its subsidiaries to, cooperate in full force and effect in accordance with their terms. (b) the defense of any such matter. In the event that Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person and is not 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 other assets to any person, then, and in each such case, Parent and/or the Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Corporation shall expressly Corporation, as applicable, assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect‎Section 6.4. (cb) For a period of six years from and after the Effective Time, Parent the Surviving Corporation shall maintain (directly or indirectly through the Company’s existing insurance programs) either cause to be maintained in effect the Company’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or any of their subsidiaries or provide substitute polices for of not less than the existing coverage and have other terms not less favorable to the insured persons with respect to claims arising from facts or events that occurred on or before the Effective Time, except that in no event shall Parent or the Surviving Corporation be required to pay with respect to such insurance policies (or substitute insurance policies) of the Company in respect of acts any one policy year more than 300% of the annual premium payable by the Company for such insurance for the prior twelve months (the “Maximum Amount”), and if Parent or omissions occurring the Surviving Corporation is unable to obtain the insurance required by this ‎Section 6.4 it shall obtain as much comparable insurance as possible for the years within such six-year period for an annual premium equal to the Maximum Amount, in respect of each policy year within such period; provided that in lieu of the foregoing, the Company may obtain at or prior to the Effective Time, covering each person currently covered by Time a six-year “tail” policy under the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such existing directors and officers or (ii) request insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as same may be obtained for such aggregate amountan amount that, on an annual basis, does not exceed the Maximum Amount. (dc) The provisions of this Section 5.05 ‎Section 6.4 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified partyor insured party (including the Indemnified Parties), his or her heirs and his or her representatives representatives, and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (ai) Parent shall cause The Certificate of Incorporation of the Surviving Corporation to assume shall contain the obligations provisions with respect to all rights to indemnification and exculpation from liabilitiesliability set forth in Versicor's Certificate of Incorporation on the date of this Agreement, including advancement and (ii) the Bylaws of expensesthe Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Bylaws attached hereto as Exhibit K-2, which provisions mentioned under clause (i) and (ii) above shall not be amended, repealed or otherwise modified for acts or omissions occurring at 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 the Effective Time now existing in favor were directors, officers, employees or agents of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company CertificateBiosearch, the Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between unless such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsmodification is required by law. (b) In For six years from the event Effective Time, the Surviving Corporation shall maintain in effect directors' and officers' liability insurance covering Biosearch's directors and managers set forth on Schedule 5.6(b) attached hereto (the "Covered Biosearch Directors and Managers") and those persons who are currently covered by Versicor's directors' and officers' liability insurance policies (copies of which have been heretofore delivered to Biosearch) on terms no less favorable than the terms of such current insurance coverage; provided, however, that in lieu of the purchase of such insurance by the Surviving Corporation, Versicor, with Biosearch's written consent, may purchase a six-year extended reporting period endorsement ("reporting tail coverage") under its existing Directors' and Officers' liability insurance coverage. (c) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is 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 other assets to any person, then, then and in each such case, Parent reasonable efforts shall cause proper provision to be made taken so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect5.6. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, Parent shall, and shall cause the Surviving Corporation Entity to, indemnify, defend and hold harmless, to assume the obligations fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, managers or officers of the Company or any of its Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of its Subsidiaries at any time prior to the Closing Date. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries Closing Date as provided in the Company Certificate, respective certificate of formation of the Company Bylaws, the organization or LLC Agreement or comparable organizational documents of any Subsidiary of its Subsidiaries as now in effect, and any indemnification agreements or arrangements of the Company or any written indemnification Contract between such directors or officers of its Subsidiaries (which agreements and the Company (arrangements are set forth in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations Schedule 7.7) shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Parent shall, or shall cause the Surviving Entity to, pay or reimburse any expenses of any Indemnitee under this Section 7.7, as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced delivers to the Surviving Entity a written affirmation of such person’s good faith belief that it has met the standard of conduct necessary for indemnification under applicable Law and a written undertaking to repay such advances to the extent required by applicable Law. (b) In Parent, from and after the event that the Surviving Corporation or any of its successors or assigns Closing Date, shall cause (i) consolidates the organizational documents of the Surviving Entity to contain provisions no less favorable to the Indemnitees with or merges into any other person respect to limitation of certain liabilities of directors, managers and is not officers and indemnification than are set forth as of the continuing or surviving corporation or entity date of such consolidation or merger or this Agreement in the certificate of incorporation and by-laws of the Company and (ii) transfers the certificate of incorporation and by-laws or conveys all or substantially all comparable organizational documents of its properties each Subsidiary of Parent to contain the current provisions regarding indemnification of directors, managers and other assets to any person, then, and officers which provisions in each such casecase shall not be amended, Parent shall cause proper provision to be made so repealed or otherwise modified in a manner that would adversely affect the successors and assigns rights thereunder of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respectIndemnitees. (c) For Each of Parent and the Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any litigation, claim or proceeding and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) The Surviving Entity shall provide or maintain in effect for six (6) years after from the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’, managers’ and officers’ and corporate liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person currently those individuals who are covered by the Company’s directors’, managers’ and officers’ and corporate liability insurance policy or policies provided for directors, managers and officers of the Company and its Subsidiaries as of the date hereof (a complete and accurate copy of which has been heretofore delivered to Parent), the “Existing Policy”) on terms (other than with respect to minimum aggregate limits of liability for directors’, managers’ and officers’ and corporate liability insurance coverage) comparable in all respects to the Existing Policy and such coverage shall contain minimum aggregate limits of liability for directors’, managers’ and amounts officers’ and corporate liability insurance coverage for directors, managers and officers of the Company and its Subsidiaries with the amount of coverage at least equal to that of the Existing Policy and deductibles no less favorable larger than those customary for such type of such policy in effect on the date hereofinsurance coverage; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect the Surviving Entity shall not be required to pay any premium for such coverage (including as over and above what would be applicable for coverage relates to deductibles and exclusions) and amounts no less favorable to such directors that did not include former directors, managers and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amounton a “claims made” basis. (de) The provisions of this Section 5.05 7.7: (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyIndemnitee, his or her heirs and his or her representatives representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (f) In the event that Parent, the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not 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 and assigns of Parent shall assume all of the obligations thereof set forth in this Section 7.7. (g) The obligations of Parent and the Surviving Entity under this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 7.7 applies without the consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.7).

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization documents their respective certificates of incorporation or by-laws (or comparable organizational documents) and any Subsidiary indemnification or any written indemnification Contract between such directors or officers and other agreements of the Company (in each case, as in effect on the date hereof)of this Agreement) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. From and after the Effective Time, Parent and the Surviving Corporation shall be jointly and severally liable to pay and perform in a timely manner such indemnification obligations. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.5. (c) For six years after From the Offer Closing through the sixth anniversary of the Effective TimeTime (such period, the “Tail Period”), Parent shall, or shall cause the Surviving Corporation to, maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each person Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered for acts or omissions occurring prior to Parent), the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereofof this Agreement; provided, however, provided further that Parent or the Surviving Corporation may (i) substitute therefor policies of Parent containing any reputable insurance company or (ii) satisfy its obligation under this Section 6.5(c) by causing the Company to obtain, on or prior to the Closing Date, prepaid (or “tail”) directors’ and officers’ liability insurance policy at Parent’s expense, in each case, the material terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable to such directors and officers or (ii) request that than the Company obtain such extended reporting period insurance coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation otherwise required under this Section 5.05(c6.5(c), neither ; provided further that Parent and the Company nor Parent Surviving Corporation shall not be obligated required to pay more than 250an annual premium for such insurance in excess of 300% of the annual premiums premium currently paid by the Company for such insurance; and provided further that if the annual premium of such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event coverage exceeds such coverage cannot be obtained for such amount or less in the aggregateamount, Parent or the Surviving Corporation shall only be obligated to provide obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.5 are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause agrees that all rights, if any, of the Surviving Corporation individuals who on or prior to assume the obligations with respect to all rights Closing Date are or were directors, officers or employees of the Company or any of its Subsidiaries (collectively, the “Shareholder Indemnitees”) to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries Closing Date as provided in the Company Certificate, respective certificate of incorporation or by-laws or comparable organizational documents of the Company Bylaws, the organization documents of any Subsidiary or any written of the Subsidiaries as now in effect, and any indemnification Contract between such directors agreements or officers and arrangements of the Company (in each case, as in effect on the date hereof), without further action, as or any of the Effective Time and such obligations Subsidiaries listed on Schedule 6.14 shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms, subject to the following sentence. Such rights may be amended, or otherwise modified in any manner that does not adversely affect the rights of the Shareholder Indemnitees or as required by Applicable Law. (b) In the event that any Claim is asserted or made, any determination required to be made with respect to whether a Shareholder Indemnitee’s conduct complies with the Surviving Corporation standards set forth under Applicable Law, the applicable organizational documents of the Company or any of its successors the Subsidiaries or assigns (i) consolidates with any indemnification agreements or merges into arrangements of the Company or any other person and is not of 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 other assets to any personSubsidiaries listed on Schedule 6.14, thenas the case may be, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, by independent legal and financial, to satisfy such obligations will not be diminished in any material respectcounsel. (c) Each of Parent and the Shareholder Indemnitees shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any Claim with respect to which the Shareholder Indemnitee is entitled to indemnification and exculpation under Section 6.14(a) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) For six years the six-year period commencing immediately after the Effective TimeClosing Date, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of (collectively, the “Company D&O Insurance”) covering acts or omissions occurring at or prior to the Effective Time, covering each person Closing Date with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts amount no less favorable to the Company’s directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided, however, provided that Parent may (i) substitute therefor policies of Parent containing a reputable insurance company the terms with respect to of which, including coverage (including as coverage relates to deductibles and exclusions) and amounts amount, are no less favorable to such directors and officers than the insurance coverage otherwise required under this Section 6.14(d). (e) Parent hereby agrees that, irrespective of whether Shareholder Indemnitee is employed by a Closing Date Principal Shareholder and therefore may have certain rights to indemnification, advancement of expenses and/or insurance provided by a Closing Date Principal Shareholder or its Affiliates, the Surviving Company (iior its applicable Affiliate) request that is the indemnitor of first resort with respect to rights to indemnification or advancement of expenses provided under the organizational documents of the Company and its Subsidiaries or under any other indemnification agreement or arrangement listed on Schedule 6.14 (i.e., the Shareholder Indemnitee’s rights under the organizational documents of the Company and its Subsidiaries or under any other indemnification agreement or arrangement listed on Schedule 6.14 are primary as to the coverage provided thereunder without regard to any rights Shareholder Indemnitee may have to seek or obtain similar indemnification or advancement of similar expenses from any Closing Date Principal Shareholder, any of its Affiliates (other than the Company or any of its Subsidiaries) or from any insurance policy for the benefit of such extended reporting period coverage Shareholder Indemnitee (other than the Company D&O Insurance), and any obligation of any Closing Date Principal Shareholder or any of its Affiliates (other than the Company or any of its Subsidiaries) to provide advancement or indemnification for all or any portion of the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Shareholder Indemnitee and any rights of recovery of any Closing Date Principal Shareholder or any of its Affiliates (other than the Company or any of its Subsidiaries) or any Shareholder Indemnitee under any insurance policy for the benefit of such Shareholder Indemnitee (other than the Company D&O Insurance) are secondary), and if any Closing Date Principal Shareholder or any of its existing Affiliates (other than the Company or any of its Subsidiaries) or any Shareholder Indemnitee collects under any insurance programs policy or indemnity agreement for the benefit of such Shareholder Indemnitee (other than the Company D&O Insurance), any amounts that would be otherwise payable or indemnifiable under the organizational documents of the Company and its Subsidiaries or under any other indemnification agreement or arrangement listed on Schedule 6.14 with respect to a Shareholder Indemnitee, then (x) the Person who made such payments to or for the benefit of the Shareholder Indemnitee shall be fully subrogated to all rights of the applicable Shareholder Indemnitee with respect to any such payment and (y) Parent shall fully indemnify, reimburse and hold harmless such Person for all such payments actually made by such Person. (f) Parent hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise, any rights that Parent may now have or hereafter acquire against any Closing Date Principal Shareholder, any of their respective Affiliates, or any Shareholder Indemnitee that arise from the existence, payment, performance or enforcement of Parent’s obligations under this Section 6.14, including any right of subrogation (whether pursuant to contract or common law), reimbursement, exoneration, contribution or indemnification, or to be effective as held harmless, and any right to participate in any claim or remedy of the Effective Time)Shareholder Indemnitee against any Closing Date Principal Shareholder, any of their respective Affiliates or any Shareholder Indemnitee, whether or not such claim, remedy or right arises in equity or under contract, statute or common law; provided, furtherhowever, that in satisfying its obligation under the provisions of this Section 5.05(c), neither the Company nor 6.14(f) shall not limit any Parent shall be obligated Indemnified Party’s right to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount.indemnity under Article IX; (dg) The provisions of this Section 5.05 6.14: (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyShareholder Indemnitee, his or her heirs and his or her representatives representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by Contract contract or otherwise. (h) In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not 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 and assigns of Parent shall assume all of the obligations thereof set forth in this Section 6.14. (i) Except as otherwise permitted herein, the obligations of Parent under this Section 6.14 shall not be terminated or modified in such a manner as to adversely affect any Shareholder Indemnitee, any Closing Date Principal Shareholder or any of their respective Affiliates to whom this Section 6.14 applies without the consent of the affected party (it being expressly agreed that the Shareholder Indemnitees, any Closing Date Principal Shareholder or any of its Affiliates to whom this Section 6.14 applies shall be third party beneficiaries of this Section 6.14).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to assume to, indemnify and hold harmless each present (as of the obligations with respect to Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all rights to indemnification and exculpation from claims, losses, liabilities, including advancement of damages, judgments, inquiries, fines and reasonable fees, costs and expenses, for acts including attorneys’ fees and disbursements, incurred in connection with any Action, whether civil, criminal, administrative or omissions investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time now existing in favor of (including this Agreement and the current transactions and actions contemplated hereby), whether asserted or former directors claimed prior to, at or officers of after the Effective Time, to the same extent that the Company is required to indemnify the applicable Indemnified Party under applicable Law and its Subsidiaries the Company Charter and Company Bylaws as provided at the date hereof. In the event of any such Action, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the same extent that the Company Certificateis required to advance such expenses under applicable Law and the Company Charter and Company Bylaws as at the date hereof; provided, that any Person to whom expenses are advanced provides an affirmation or undertaking, if and only to the extent required by the Washington Act or the Company Charter or Company Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between to repay such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and advances if it is ultimately determined that such obligations shall survive the Merger and shall continue in full force and effect in accordance with their termsPerson is not entitled to indemnification. (b) In the event that the Surviving Corporation or any The articles of its successors or assigns (i) consolidates with or merges into any other person incorporation and is not 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 other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns bylaws of the Surviving Corporation shall expressly assume contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of the obligations Indemnified Parties with respect to matters existing or occurring at or prior to the Effective Time than are presently set forth in this Section 5.05. In additionthe Company Charter and Company Bylaws, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will which provisions shall not be diminished amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any material respectmanner that would adversely affect the rights thereunder of any such Indemnified Parties. (c) For a period of six (6) years from the Effective Time, Parent shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries or cause to be provided substitute policies or purchase or cause the Surviving Corporation to purchase, a “tail policy,” in either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall maintain (directly or indirectly through not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided further, that if the Surviving Corporation purchases a “tail policy” and the coverage thereunder costs more than 300% of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 300% of such last annual premium. At the Company’s existing insurance programsoption, and in lieu of the foregoing obligations of Parent, the Company may purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) in effect providing substantially equivalent benefits as the Company’s current policies of directors’ and officers’ liability insurance in and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect of acts to matters arising on or omissions occurring at or prior to before the Effective Time, covering each person currently covered by without limitation the transactions contemplated hereby; provided, however, that the Company shall not purchase a “tail policy” at a cost of more than 300% of the last annual premium of the Company’s directors’ and officers’ liability insurance policy (a complete policy; and accurate copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c)such case, neither the Company nor Parent shall may purchase the maximum amount of coverage that can be obligated to pay more than 250obtained for 300% of the such last annual premiums currently paid premium. If such tail prepaid policy has been obtained by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of prior to the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregateEffective Time, Parent shall only cause such policy to be obligated maintained in full force and effect, for its full term, and cause all obligations thereunder to provide such coverage as may be obtained for such aggregate amounthonored by the Surviving Corporation. (d) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.11 shall continue in effect until the final disposition of such Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 5.05 (i) 5.11 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to be for the benefit ofbenefit, and will shall be enforceable by, each indemnified party, his or her of the Indemnified Parties and their respective heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwiselegal representatives.

Indemnification, Exculpation and Insurance. (a) As of the Appointment Time, Parent shall cause the Surviving Corporation Corporation, without further action, to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, whether asserted or claimed prior to, at or after the Appointment Time, for acts or omissions occurring at or prior to the Effective Time Appointment Time, which rights are now existing in favor of the current or former directors or officers of the Company and its the Company Subsidiaries as provided in the Company Certificate, the Company Bylaws, the organization organizational documents of any Company Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such . Such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms. From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and the Company Subsidiaries for acts or omissions occurring at or prior to the Effective Time than are presently set forth in the Company Certificate and Company Bylaws, and such provisions shall not be amended, repealed, or otherwise modified in any manner that could adversely affect the rights thereunder of any Person benefited by such provisions. Parent hereby unconditionally guarantees the obligations of the Surviving Corporation under this Section 6.05. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not 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 other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect6.05. (c) For six years after Through the sixth (6th) anniversary of the date on which the Effective TimeTime occurs, Parent shall cause the Surviving Corporation to maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore previously delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates with respect to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (programs, to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount. (d) The provisions of this Section 5.05 6.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall cause Without limiting any additional rights that any current or former officer or director may have under the Company Charter or Company Bylaws as in effect on the date of this Agreement, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall indemnify and hold harmless each current (as of the Effective Time) and each former officer and director of the Company from and against any and all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to assume the obligations with respect to all rights to indemnification and exculpation from liabilitiesfact that the indemnified Person is or was an officer, including advancement director, employee or fiduciary of expenses, for acts the Company or omissions occurring any of its Subsidiaries at or prior to the Effective Time now existing in favor Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law and required or permitted under the Company Charter or Company Bylaws (or, as relevant, those of the current or former directors or officers applicable Subsidiary of the Company) as at the date hereof. In the event of any such Action, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and its Subsidiaries the Company Charter or Company Bylaws as provided at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company CertificateCharter or Company Bylaws (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which the Company or its Subsidiaries, as applicable, is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.8, the Company BylawsPerson who is requesting such advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by such Person to repay all amounts so paid or reimbursed by the Surviving Corporation, if it is ultimately determined that the organization documents criteria for indemnification have not been satisfied in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such Person is, or is threatened to be, made a party by reason of the former or present official capacity of such Person. No such indemnified Person shall settle, compromise or consent to the entry of any Subsidiary judgment in any threatened or any written actual Action for which indemnification Contract between could be sought by such directors indemnified Person hereunder unless Parent consents in writing to such settlement, compromise or officers consent (which consent shall not be unreasonably withheld, conditioned or delayed). Surviving Corporation agrees to continue and not to repeal or modify, and agree to include, to the extent permitted by applicable Law, in the charter documents for the Surviving Corporation, exculpatory provisions currently existing in the Company Charter (in each case, as in effect on or their substantial equivalent) eliminating personal liability for the date hereof), without further action, as of Company’s directors to the Effective Time and such obligations shall survive extent permissible under the Merger and shall continue in full force and effect in accordance with their termsCGCL. (b) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policies (correct and complete copies of which have been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, that Parent may (i) substitute thereof policies of an insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the Company’s existing policies as of the date hereof or (ii) request that the Company obtain such extended reporting coverage under its existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Company be required to pay aggregate premiums for insurance under this Section 6.8(b) in excess of 150% of the amount of the aggregate premiums paid by the Company for policy year 2009-2010 for such purpose (which policy year 2009-2010 premiums are hereby represented and warranted by the Company to be as set forth in Section 6.8(b) of the Company Disclosure Letter), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 150% amount. (c) In the event that Parent, the Surviving Corporation or any of its their successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and other assets to any personPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors successor and assigns assign of Parent or the Surviving Corporation shall expressly assume assumes the obligations set forth in this Section 5.05. In addition, in the event (A) the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions or (B) Parent takes any action to materially impair the financial ability of the Surviving Corporation to satisfy the obligations referred to in Section 5.05(a), Parent will either guarantee such obligations or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (c) For six years after the Effective Time, Parent shall maintain (directly or indirectly through the Company’s existing insurance programs) in effect the Company’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to 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 heretofore delivered to Parent), on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided, further, that in satisfying its obligation under this Section 5.05(c), neither the Company nor Parent shall be obligated to pay more than 250% of the annual premiums currently paid by the Company for such insurance (which annual premiums are set forth in Section 5.05(c) of the Company Disclosure Schedule); provided, further that, it is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, Parent shall only be obligated to provide such coverage as may be obtained for such aggregate amount6.8. (d) The provisions of this Section 5.05 (i) are intended It is the intent that, with respect to be for the benefit of, all advancement and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.obligations under this