Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ All rights to indemnification and officers’ exculpation from liability insurance (“D&O Insurance”) in respect of for acts or omissions occurring at or prior to the Effective Time covering each 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 (such Person currently covered by persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company’s 's current directors' and officers' insurance and indemnification policy (the "D&O Insurance policy on terms Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to coverage and amount no less favorable than those of such policy in effect on the D&O Insurance prior to the date hereofof this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be obligated provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to pay annual premiums in excess of 300 % of Annual Premium Amount and if the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such premiums for such insurance would at any time exceed 300% of the Annual Premium Amountsix-year period, then the Surviving Corporation shall cause to be maintained policies obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, period for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including premium not in respect excess of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderMaximum Premium.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Prior to the Effective TimeMerger Closing, Parent shall, the Company shall use its reasonable best efforts to purchase a “tail” or shall cause the Surviving Corporation to, maintain “runoff” directors’ and officers’ liability insurance (“D&O Insurance”) policy in respect of acts or omissions occurring prior to the Effective Time covering each such Person person currently covered by the Company’s D&O Insurance directors’ and officers’ liability insurance policy and each person who becomes covered by the Company’s directors’ and officers’ liability insurance policy prior to the consummation of the Merger on terms with respect to coverage coverage, deductibles and amount amounts no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under of this Section 6.9(a), neither Parent nor Agreement for the Surviving Corporation shall be obligated six (6) year period following the Merger Closing and at a price not to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300250% of the Annual Premium Amountamount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, then which the Surviving Corporation shall cause Company represents and warrants has been disclosed to be maintained policies Parent prior to the date of insurance that, in this Agreement (the Surviving Corporation’s good faith judgment, provide “Current Premium”). If the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if Company or Parent obtains prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies Time in accordance with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective TimeSection 7.05(a), the Surviving Corporation shall (shall, and Parent shall cause the Surviving Corporation to) , maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Merger Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain a directors’ and officers’ liability insurance policy in respect of acts or ommisions occuring prior to the Effective Time covering each such person currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six (6) years after the Effective Time; provided further, that in satisfying its obligation under this Section 7.05(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 250% of the Current Premium and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then Parent or the Surviving Corporation shall cause to be maintained policies of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time, Parent shall, or shall Compuware will fulfill and honor and will cause the Surviving Corporation toto fulfill and honor in all respects the obligations of Viasoft pursuant to any indemnification agreements between Viasoft and any of its subsidiaries and their respective directors and officers (each, maintain directors’ an "Indemnified Party") existing prior to the date hereof; provided that Compuware and officers’ liability insurance (“D&O Insurance”) the Surviving Corporation will have no obligation to indemnify an Indemnified Party thereunder in respect of acts claims, liabilities or omissions 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 Compuware and the Surviving Corporation and, by executing this Agreement, Compuware hereby assumes such obligations. Compuware will cause to be maintained for a period of not less than two years after the Effective Time Viasoft's current directors' and officers' insurance and indemnification policy to the extent that it provides coverage for events occurring prior to the Effective Time covering each such Person currently covered by (the Company’s "D&O Insurance") for all persons who are directors and officers of Viasoft on the date of this Agreement, so long as the annual premium therefor would not be in excess of 150% of the amount per annum Viasoft paid in its last full fiscal year, which amount has been disclosed to Compuware. If the existing D&O Insurance policy cannot be maintained, expires or is terminated or cancelled during such two-year period, Compuware will use all reasonable efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of 150% of the amount per annum Viasoft paid in its last full fiscal year, which amount has been disclosed to Compuware, on terms and conditions substantially similar to the existing D&O Insurance. The certificate of incorporation and bylaws of the Surviving Corporation will contain the same provisions with respect to coverage indemnification and amount no less favorable than those elimination of such policy liability for monetary damages as are set forth in effect on the certificate of incorporation and bylaws of Viasoft, which provisions will not be amended, repealed or otherwise modified from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, as of the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at hereof or any time exceed 300% of after the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company date hereof and prior to the Effective Time, which policies provide were directors, officers, employees or agents of Viasoft or its subsidiaries, unless such Persons currently covered modification is required by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderlaw.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ indemnify and officers’ liability insurance (“D&O Insurance”) in respect of hold harmless from liabilities for acts or omissions occurring at or prior to the Effective Time covering each such Person those classes of persons currently covered by entitled to indemnification from the Company’s D&O Insurance policy on terms Company and the Company Subsidiary (and any other subsidiary formed after the date hereof with respect the written consent of Parent) as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and to coverage and amount no less favorable than those cause the Surviving Corporation in the Merger to assume, without further action, as of such policy the Effective Time any indemnification agreements of the Company in effect on 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 satisfying its obligation 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 this Section 6.9(a)the Insurance Policies, neither on the one hand, and from Parent nor or the Surviving Corporation, on the other, and (ii) Parent and the Surviving Corporation shall be obligated subrogated to pay annual premiums in excess the rights of 300 % those persons entitled to recover pursuant to the Insurance Policies; provided, that the timing and amount of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of recovery under the Annual Premium Amount, then the Surviving Corporation Insurance Policies shall cause to be maintained policies of insurance that, in not affect Parent's or the Surviving Corporation’s good faith judgment, provide '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 maximum coverage available at an annual premium equal Insurance Policies and this Section 5.03. Subject to 300% clauses (i) and (ii) of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” sentence, Parent also agrees to, or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain , advance expenses to any such policies 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 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 by-laws (or comparable organizational documents), as the same may be amended from time to time in full force accordance with their terms and effect for their full termapplicable law, and continue to honor the obligations thereunderall other indemnity rights and protections as are afforded to other directors and officers of Parent or any of its subsidiaries.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Prior to the Effective TimeOffer Closing, Parent shall, the Company shall use its reasonable best efforts to purchase a “tail” or shall cause the Surviving Corporation to, maintain directors“runoff” officers’ and officersdirectors’ liability insurance (“D&O Insurance”) policy in respect of acts or omissions occurring prior to the Effective Time covering each such Person person currently covered by the Company’s D&O Insurance officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (6) year period following the Closing and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on Section 7.06(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 7.06(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or ommisions occuring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on as of the date hereofof this Agreement for a period of six (6) years after the Effective Time; provided, howeverprovided further, that in satisfying its obligation under this Section 6.9(a7.06(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 300% of Annual the Current Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium AmountCurrent Premium, then Parent or the Surviving Corporation shall cause to be maintained policies of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderCurrent Premium.

Indemnification, Exculpation and Insurance. The Merger Agreement provides that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing at the date of the Merger Agreement, in favor of the then current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of incorporation or by-laws (aor similar organizational documents) For shall be assumed by the surviving corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. In the event that the surviving corporation in the Merger 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 its properties and 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 assume the obligations described in this section "Indemnification, Exculpation and Insurance". In the Merger Agreement, Xxxxxx has agreed that for not less than six (6) years after the Effective Time, Parent shall, or shall cause maintain in effect the Surviving Corporation to, maintain Company's current directors’ ' and officers’ ' liability insurance (“D&O Insurance”) in respect of covering each person currently covered by the Company's directors' and officers' liability insurance policy for acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount amounts that are no less favorable in any material respect to such directors and officers than those of such policy as in effect on the date hereofof the Merger Agreement; providedPROVIDED, howeverHOWEVER, that (i) Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable in satisfying its obligation under any material respect to such directors and officers than the insurance coverage otherwise required by this Section 6.9(a)provision of the Merger Agreement, neither and (ii) in no event shall Parent nor be required to pay aggregate premiums for insurance described in this paragraph in excess of 200% of the Surviving Corporation amount of the aggregate premiums paid by the Company in respect of such coverage for the calendar year 1999; PROVIDED FURTHER, HOWEVER, that Parent shall nevertheless be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if provide such premiums coverage as may be obtained for such insurance would at any time exceed 300200% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amountamount. The provisions of described in this paragraph are intended to be for the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amountbenefit of, and subject to the same retentionwill be enforceable by, termseach indemnified party, conditions his or her heirs and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts his or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderher representatives.

Indemnification, Exculpation and Insurance. (a) For six (6) years From and after the Effective Time, Parent shall, or shall Allex Xxxtems will fulfill and honor and will cause the Surviving Corporation toto fulfill and honor in all respects the obligations 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, maintain directors’ an "Indemnified Party") existing prior to the date hereof; provided that Allex Xxxtems and officers’ liability insurance (“D&O Insurance”) the Surviving Corporation will have no obligation to indemnify an Indemnified Party thereunder in respect of acts claims, liabilities or omissions 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 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 the extent that it provides coverage for events occurring prior to the Effective Time covering each such Person currently covered by (the Company’s "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 D&O Insurance policy on terms 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 Surviving Corporation will contain the same provisions with respect to coverage indemnification and amount no less favorable than those elimination of such policy liability for monetary damages as are set forth in effect on the certificate of incorporation and bylaws of Viasoft, which provisions will not be amended, repealed or otherwise modified from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, as of the date hereof; provided, howeverwithin one year prior to the date hereof, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at or any time exceed 300% of after the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company date hereof and prior to the Effective Time, which policies provide were directors, officers, employees or agents of Viasoft or its Subsidiaries, unless such Persons currently covered modification is required by law and Allex Xxxtems will take all necessary action to cause such policies with coverage in the same amount, and subject provisions to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect be continuously applicable to claims arising from facts or events that occurred on or before all such persons after the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Prior to the Effective TimeClosing, Parent shall, the Company shall use its reasonable best efforts to purchase a “tail” or shall cause the Surviving Corporation to, maintain directors“runoff” officers’ and officersdirectors’ liability insurance (“D&O Insurance”) policy in respect of acts or omissions occurring prior to the Effective Time covering each such Person person currently covered by the Company’s D&O Insurance officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following Effective Time and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on Section 6.06(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 6.06(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on as of the date hereof; provided, howeverof this Agreement for a period of six years after the Effective Time; provided further, that in satisfying its obligation under this Section 6.9(a6.06(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 300% of Annual the Current Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium AmountCurrent Premium, then Parent or the Surviving Corporation shall cause to be maintained policies of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderCurrent Premium.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Prior to the Effective Time, Parent shall, the Company shall use its reasonable best efforts to purchase a “tail” or shall cause the Surviving Corporation to, maintain “runoff” directors’ and officers’ liability insurance (“D&O Insurance”) policy in respect of acts or omissions occurring prior to the Effective Time covering each such Person person covered as of the date of this Agreement by the Company’s directors’ and officers’ liability insurance policy and each person who becomes covered by the Company’s directors’ and officers’ liability insurance policy prior to the Effective Time on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (6) year period following the Effective Time and at an aggregate price not to exceed 300% of the aggregate amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on Section 7.05(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 7.05(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to perform and satisfy the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Effective Time, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain a directors’ and officers’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s D&O Insurance directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on as of the date hereofof this Agreement for a period of six (6) years after the Effective Time; provided, howeverprovided further, that in satisfying its obligation under this Section 6.9(a7.05(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in an aggregate amount in excess of 300 300% of Annual the Current Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium AmountCurrent Premium, then Parent or the Surviving Corporation shall cause to be maintained policies of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual aggregate premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderCurrent Premium.

Indemnification, Exculpation and Insurance. (a) For six (6) years after The Holdcos and the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ Company agree that all rights to indemnification and officers’ exculpation from liability insurance (“D&O Insurance”) in respect of for acts or omissions occurring at or prior to the Effective Time covering each 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 (such Person currently covered by persons, "Indemnified Persons") as provided in their respective charter (or similar constitutive documents) or by-laws and any existing indemnification agreements or arrangements of the Company’s D&O Insurance policy on terms with respect to coverage Company shall survive the Merger and amount no less favorable than those shall not be amended, repealed or otherwise modified in any manner that would in any manner adversely affect the rights thereunder of any such policy in effect on the date hereof; provided, however, Indemnified Persons. The parties hereto agree that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated maintain, for a period of six years from the Effective Time, the Company's current directors' and officers' insurance and indemnification policy to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums the extent that it provides coverage for such insurance would events occurring at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Time (the "D&O Insurance") for all Indemnified Persons currently covered by such policies so long as the annual premium therefor would not be in excess of 250% (the "Maximum Premium") of the premium payable with coverage in the same amount, and subject respect to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before 1997 which the Effective Time, including in respect of the transactions contemplated by this AgreementCompany represents and warrants was $65,000; provided, however, that the amount paid for Surviving Corporation may, in lieu of maintaining such prepaid policies does not exceed 300% of existing D&O Insurance as provided above, cause comparable coverage to be provided under any policy issued by an insurer substantially comparable to the Annual Premium Amountinsurer with respect to the existing D&O Insurance, if so long as the premium for terms thereof are no less advantageous to the Indemnified Parties than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or canceled during such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Timeperiod, the Surviving Corporation shall (will use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and Parent shall cause conditions no less advantageous in any material respect than the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderexisting D&O Insurance.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ All rights to indemnification and officers’ liability insurance (“D&O Insurance”) in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time covering each such and rights to advancement of expenses relating thereto now existing in favor of any Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” who is or “runoff” policies have been obtained by the Company prior to the Effective TimeTime becomes, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject or has been at any time prior to the same retentiondate of this Agreement, termsa director, conditions and exclusions of the D&O Insurance in effect immediately before Closingofficer, for an aggregate period of six years employee or agent (6) including serving as a fiduciary with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect an employee benefit plan) of the transactions contemplated Company, any of its Subsidiaries or any of their respective predecessors (each, an “Indemnified Party”) as provided in the Company Certificate of Incorporation, the Company By-Laws, the organizational documents of any Company Subsidiary or any indemnification agreement or other Contract rights between such Indemnified Party and the Company or any Company Subsidiary which has been made available to Parent prior to the date hereof (collectively, “Existing D&O Indemnification Arrangements”) shall be assumed by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgmentMerger, provide the maximum coverage available without further action, at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, Time and survive the Surviving Corporation shall (Merger and Parent shall cause the Surviving Corporation to) maintain such policies continue in full force and effect for in accordance with their full termrespective terms and shall not be amended, repealed or otherwise modified 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. In the event the Surviving Corporation or any of its successors or assigns (i) consolidates or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and continue in each such case, to honor the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume all of the obligations thereunderof Parent and the Surviving Corporation set forth in this Section 7.05, which such assumption shall be a condition precedent to any such consolidation, merger, transfer of assets or other change of control of the Surviving Corporation.

Indemnification, Exculpation and Insurance. (a) For six (6) a period of 6 years after the Effective Time, Parent DigitalGlobe shall, and shall cause the Surviving LLC to, indemnify and hold harmless the individuals who on or prior to the Effective Time were officers, directors and employees of GeoEye or the GeoEye Subsidiaries or were serving at the request of GeoEye as an officer, director or employee of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of GeoEye or any of the GeoEye Subsidiaries at any time prior to the Effective Time to the extent provided under the GeoEye Charter or GeoEye By-laws in effect on the date of this Agreement (including with respect to the advancement of expenses). Prior to Closing, GeoEye may, for the benefit of those Persons who are currently covered by GeoEye’s or any GeoEye Subsidiaries’ directors’ and officers’ liability insurance policies, cause coverage to be extended under such policies by obtaining a six-year “tail” policy containing terms that are at least as favorable to the insureds as the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing; provided, however, that the annualized premiums for such policy shall not be in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages obtained pursuant hereto, but in such case GeoEye may purchase as much coverage as reasonably practicable for such amount. From and after the Closing, DigitalGlobe shall, or shall cause the Surviving Corporation LLC to, maintain cause such “tail” policy to remain in full force and effect and shall not cause or permit any of its Affiliates to amend, waive, modify or otherwise alter the terms thereunder. To the extent any claim is asserted or made within such six-year period, such “tail” policy shall be continued in respect of such claim until the final disposition thereof. To the extent GeoEye does not obtain such a “tail” policy prior to the Closing, for a period of 6 years after the Effective Time, DigitalGlobe shall, or shall cause the Surviving LLC to, cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by GeoEye (“D&O Insurance”) in respect provided that DigitalGlobe or the Surviving LLC, as the case may be, may substitute therefor policies with a substantially comparable insurer of acts or omissions occurring prior at least the same coverage and amounts containing terms and conditions which are no less advantageous to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6insured) with respect to claims arising from facts or events that which occurred on at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to after the Effective Time, neither DigitalGlobe nor the Surviving Corporation LLC, as the case may be, shall (be required to pay annual premiums in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. DigitalGlobe shall, and Parent shall cause the Surviving Corporation LLC to, honor all indemnification agreements with the Indemnitees (including under the GeoEye By-laws) maintain such policies in full force and effect for their full term, and continue to honor as of the obligations thereunderdate of this Agreement in accordance with the terms thereof.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Prior to the Effective TimeClosing, Parent shall, and the Company shall use its reasonable best efforts to purchase a “tail” or shall cause the Surviving Corporation to, maintain directors“runoff” officers’ and officersdirectors’ liability insurance (“D&O Insurance”) policy in respect of acts or omissions occurring prior to the Effective Time covering each such Person person currently covered by the Company’s D&O Insurance officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six year period following Effective Time and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on Section 6.06(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 6.06(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on as of the date hereofof this Agreement for a period of six years after the Effective Time; provided, howeverprovided further, that in satisfying its obligation under this Section 6.9(a6.06(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 300% of Annual the Current Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium AmountCurrent Premium, then Parent or the Surviving Corporation shall cause to be maintained policies of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderCurrent Premium.

Indemnification, Exculpation and Insurance. (a) For a period of six (6) years from and after the Effective TimeClosing Date, Parent Buyer shall, and shall cause the Company and the Company’s Subsidiaries to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who are now, or have been at any time prior to the date hereof, or who become prior to the Closing Date, directors or officers of the Company and/or any of its Subsidiaries (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 of its Subsidiaries at any time on or prior to the Closing Date; provided that neither the Company nor any of its Subsidiaries shall be liable for any indemnification pursuant to this Section 7.6 arising from any settlement effected without the prior written consent of Buyer. Any D&O Indemnitee wishing to claim indemnification under this Section 7.6, upon learning of any claim for which it may seek indemnification hereunder, shall promptly notify Buyer and the Company in writing; provided that the failure to so notify shall not affect the obligations of Buyer, the Company or its Subsidiaries except to the extent such failure to notify materially prejudices Buyer, the Company or its Subsidiaries. For a period of six (6) years from and after the Closing Date, Buyer agrees that all rights of the D&O Indemnitees to advancement of expenses, indemnification and exculpation from Liabilities for acts or omissions occurring on or prior to the Closing Date as provided in (x) the certificate of incorporation or the bylaws of the Company, or (z) the certificate of incorporation or bylaws (or comparable organizational documents) of any of its Subsidiaries, in each case, as now in effect, and any indemnification agreements of the Company, and/or any of its Subsidiaries shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from and after the Closing Date, such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of any of the D&O Indemnitees, unless such modification is required by Law or approved by each such adversely affected D&O Indemnitee. In addition, Buyer shall, or shall cause the Surviving Corporation toCompany and its Subsidiaries, maintain directors’ and officers’ liability insurance (“as the case may be, to advance, pay and/or reimburse any expenses of any D&O Insurance”) in respect of acts or omissions occurring prior Indemnitee under this Section 7.6 as incurred to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereoffullest extent permitted under applicable Law; provided, howeverthat the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess certificate of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% incorporation or bylaws (or similar organizational documents) of the Annual Premium AmountCompany or its Subsidiaries, then or any indemnification agreements of the Surviving Corporation shall cause to be maintained policies Company and/or any of insurance thatits Subsidiaries, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage each case as now in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereundereffect.

Indemnification, Exculpation and Insurance. (a) For six (6) years after Parent agrees that all of the Effective TimeCompany's obligations with respect to rights to indemnification, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ advancement of expenses and officers’ liability insurance (“D&O Insurance”) in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time covering now existing in favor of the current or former directors or officers of the Company as provided in the Company Certificate, the Company By-laws or any indemnification agreement between such directors or officers and the Company (in each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy case, as in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor ) shall be assumed by the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% the Merger, without further action, as of the Annual Premium AmountEffective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms for not less than six years, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain to fulfill such policies in full force and effect for their full term, and continue to honor indemnification obligations. Without limiting the obligations thereunderof Parent and the Surviving Corporation pursuant to the foregoing sentence, Parent will cause the Surviving Corporation to reimburse each current director of the Company for such person's reasonable expenses (including legal fees and expenses) incurred in connection with the investigation and defense of any claim arising out of or related to the transactions contemplated hereby or by the Transaction Agreements to the extent (i) such fees and expenses are not paid pursuant to the Company's insurance coverage or statutory indemnification obligations within 30 days after the receipt by the Surviving Corporation of an invoice therefor and (ii) it is permitted by Delaware law for a party to reimburse another for such expenses (as opposed to the more limiting provisions of Section 145 of the DGCL applicable to the indemnification of directors by a corporation). If such insurance coverage or statutory indemnification is paid to such person after reimbursement is made pursuant to this paragraph 6.05(a), the director receiving such reimbursement shall promptly repay the Company therefor to the extent payment therefor has been made to the director under such insurance coverage or statutory indemnification.

Indemnification, Exculpation and Insurance. (a) For six Xxxxxx, Rook and Merger Sub each agrees that all rights to indemnification and exculpation now existing in favor of the current or former directors or officers (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ and officers’ liability insurance (“Rook D&O InsuranceIndemnified Parties”) of Rook or its Subsidiaries as provided in respect the Rook Charter, the Rook Bylaws, the organizational documents of Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time, whether claimed prior to, at or after the Effective Time covering each such Person currently covered (including matters arising in connection with the transactions contemplated hereby), shall be assumed by the Company’s Surviving Corporation and shall continue in full force and effect following the Effective Time. From and after the Effective Time, Xxxxxx shall cause the Surviving Corporation to indemnify, defend and hold harmless, and advance expenses to Rook D&O Insurance policy on terms Indemnified Parties with respect to coverage all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that Rook would be permitted by applicable Law and amount no less favorable than those to the fullest extent required by the Rook Charter, the Rook Bylaws, the organizational documents of such policy Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, howeverthat any Rook D&O Indemnified Party to whom expenses are advanced agrees to return any such funds to which a court of competent jurisdiction has determined in a final, that the amount paid for nonappealable judgment such prepaid policies does Rook D&O Indemnified Party is not exceed 300% ultimately entitled. For a period of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to six (6) years from and after the Effective Time, Xxxxxx shall cause the organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are no less favorable to the Rook D&O Indemnified Parties than those set forth in the Rook Charter and the Rook Bylaws as of the date of this Agreement, which provisions thereafter shall (and Parent shall cause not be amended, repealed or otherwise modified in any manner that would adversely affect the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor rights thereunder of the obligations thereunderRook D&O Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) The Merger Agreement provides for certain indemnification and insurance rights in favor of RC2’s current and former directors or officers, who we refer to as “indemnified persons.” Specifically, all rights to exculpation, indemnification advance and reimbursement of expenses provided to the indemnified persons, under RC2’s certificate of incorporation, bylaws or other agreements disclosed to Parent, with respect to acts or omissions arising on or before to the Effective Time, will continue in full force and effect following the Effective Time. For a period of six (6) years after from the Effective Time, Parent shall, or shall cause agreed to maintain the Surviving Corporation to, maintain current directors’ and officers’ liability insurance (“D&O Insurance”) in and fiduciary liability insurance maintained by RC2 with respect of to acts or omissions occurring prior arising on or before the Effective Time. Parent may substitute policies of substantially equivalent coverage containing terms no less favorable to the indemnified persons. Parent is not required after the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300250% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an last annual premium equal for RC2’s existing policies, but in such case will purchase as much coverage as may be purchased for such amount. RC2 may purchase, prior to 300% Purchaser’s acceptance for payment of shares pursuant to and subject to the conditions of the Annual Premium Amount. The provisions of Offer, or Parent may purchase or cause RC2 to purchase prior to the immediately preceding sentence shall be deemed to have been satisfied if Effective Time a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of RC2 with respect to acts or “runoff” policies have been obtained omissions occurring at or before the Effective Time (covering without limitation the transactions contemplated by the Company Merger Agreement). The cost of any such “tail” policy purchased by RC2 will not exceed 250% of the last annual premium paid by RC2. If such a “tail” policy is obtained, Parent will maintain the policy for its full term and will have no further obligations with respect to directors’ and officers’ liability insurance and fiduciary liability insurance under the Merger Agreement. If Parent or surviving corporation merges into or consolidates with another entity and is not the surviving corporation or sells substantially all its assets, provision will be made so that the successors or assigns of Parent or the surviving corporation assume the insurance and indemnification obligations described above. The indemnified persons are third party beneficiaries of, and entitled to rely upon, these provisions of the Merger Agreement. Exemption from Liability under Section 16(b). RC2 has agreed to take all reasonable steps to cause any dispositions of RC2 equity securities in connection with the Merger Agreement by each director or officer of RC2 subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act. Approval of Compensation Arrangements. RC2 has agreed to take all actions necessary prior to the Expiration Date in order (1) to cause the adoption, approval, amendment or modification of each certain employment arrangements, including any employment related agreement described in Section 11 — “The Merger Agreement; Other Agreements — New Employment Agreements and Other Employment-Related Agreements” to which it is a party, to be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of RC2 in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto and (2) to make the “safe harbor” provided pursuant to Rule 14d-10(d)(2) otherwise applicable thereto as a result of the taking prior to the Expiration Date of all necessary actions by RC2’s board of directors, the Compensation Committee of such board or its “independent directors” as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules. 35 Table of Contents Third Party Standstill Agreements. RC2 has agreed during the period from the date of the Merger Agreement through the Effective TimeTime not to terminate or amend any standstill agreement between RC2 and third parties and to enforce such agreements to the fullest extent permitted under applicable law. However, which policies provide such Persons currently covered by such policies with coverage in from the same amountdate of the Merger Agreement until the No-Shop Period Start Date, RC2 may grant waivers under standstill agreements solely to the extent necessary to permit counterparties to make non-public submissions of Acquisition Proposals prior to the No-Shop Period Start Date. In addition, from the date of the Merger Agreement until Purchaser’s acceptance for payment of shares pursuant to and subject to the same retention, terms, conditions and exclusions of the D&O Insurance Offer, RC2 may grant waivers under standstill agreements if the board of directors of RC2, after consulting with RC2’s outside legal counsel, determines in effect immediately before Closing, for an aggregate period of six years (6) good faith that not granting such a waiver would be reasonably likely to be inconsistent with respect the directors’ fiduciary duties to claims arising from facts or events that occurred on or before the Effective Time, including in respect RC2’s stockholders under applicable law. RC2 shall provide written notice to Parent of the transactions contemplated waiver or release of any standstill by this Agreement; providedRC2. RC2 shall not, howeverand shall not permit any of its representatives to, that enter into any confidentiality agreement subsequent to the amount paid for such prepaid policies date of the Merger Agreement which does not exceed 300% expressly permit, or which contains any provision that adversely affects the rights of the Annual Premium AmountCompany under such confidentiality agreement upon, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% compliance by RC2 with any provision of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderMerger Agreement.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective TimeAll rights to indemnification and exculpation from liabilities for acts, Parent shall, omissions or shall cause the Surviving Corporation to, maintain directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts other matters occurring or omissions occurring existing at or prior to the ISR Effective Time covering in favor of the current or former directors and officers of Valor and its Subsidiaries (the “D&O Indemnified Parties”) as provided in the Valor Charter, the governing documents of Valor’s Subsidiaries or any indemnification agreements specifically identified in Section 8.18(a) of the Valor Disclosure Schedule between Valor or any of its Subsidiaries and any of the D&O Indemnified Parties (in each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy case, as in effect on the date hereof; providedhereof or, howeverif amended between the date hereof and the ISR Effective Time pursuant to Section 7.1 of the Valor Disclosure Schedule, that in satisfying its obligation under this Section 6.9(a), neither Parent nor effect as of the Surviving Corporation ISR Effective Time) shall be obligated to pay annual premiums assumed by the ISR Surviving Company in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% the ISR Merger, without further action, as of the Annual Premium Amount, then ISR Effective Time and shall survive the Surviving Corporation ISR Merger and shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies continue in full force and effect for their full termto the fullest extent allowable under applicable Law, and continue Holdco shall cause the ISR Surviving Company to so honor such agreements, including, to the obligations thereunderextent necessary, by providing funds to ensure compliance therewith. Without limiting the foregoing, Holdco, from and after the ISR Effective Time until at least seven (7) years from the ISR Effective Time, shall cause, unless otherwise required by applicable Law, the Articles of Association of ISR Surviving Company and the governing documents of its Subsidiaries (to the extent such Subsidiaries exist as of the ISR Effective Time) to contain provisions no less favorable to the D&O Indemnified Parties with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Valor Charter and the governing documents of Valor’s Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the D&O Indemnified Parties with respect to exculpation and limitation of liabilities or insurance and indemnification, unless otherwise required by applicable Law.

Indemnification, Exculpation and Insurance. (a) For a period of six (6) years from and after the Effective Time, the Surviving Corporation shall (and the Parent shall, or shall will cause the Surviving Corporation to, ) either maintain in effect the current policies of directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts and fiduciary liability insurance maintained by the Company or omissions occurring prior to the Effective Time covering each such Person Company Subsidiaries or provide substitute policies for the Company and the Company Subsidiaries and its and their respective current and former directors and officers who are currently covered by the Company’s D&O Insurance policy on directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company or the Company Subsidiaries, in either case, with terms (including with respect to coverage coverage, limits, conditions, retentions and amount no amounts) that are substantially equivalent to and in any event not less favorable favorable, in the aggregate, than those of such policy the Company’s directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect on the date hereof; provided, however, that in satisfying its obligation under of this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) Agreement with respect to claims arising from facts or events that occurred on at or before the Effective Time (with insurance carriers having at least the same or better rating as the Company’s current insurance carrier for such insurance policies), except that in no event shall the Surviving Corporation be required to pay with respect to such insurance policies annual premiums in excess of 300% of the annual premium most recently paid by the Company prior to the date of this Agreement, which amount is set forth in Section 6.05(a) of the Company Disclosure Letter (the “Maximum Amount”), and if the Surviving Corporation is unable to obtain the insurance required by this Section 6.05(a) it shall (and the Parent will cause the Surviving Corporation to) obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Amount. In lieu of such insurance, prior to the Closing Date the Company may, subject to Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), purchase “tail” directors’ and officers’ liability insurance and fiduciary liability insurance for the Company and its current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company, such tail insurance to provide limits not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to claims arising from facts or events that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, howeverthat, in no event shall the annual cost of any such tail insurance exceed the Maximum Amount; provided, further, that the amount paid for Company’s procurement of such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation policy in accordance with this sentence shall cause be deemed to be maintained a “tail” or “runoff” D&O Insurance that, satisfy in full the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal obligations pursuant to 300% of the Annual Premium Amountthis Section 6.05(a). If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the The Surviving Corporation shall (and the Parent shall will cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor in accordance with the obligations thereunderterms of this Agreement.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ Giant agrees that all rights to indemnification and officers’ liability insurance (“D&O Insurance”) in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time covering each such Person currently covered now existing in favor of the current or former directors or officers of Holly and its subsidiaries as provided in thexx xxspective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification agreements of Holly, the existence of which does not constixxxx a breach of this Agreement, shall be assumed by Giant, as the Company’s D&O Insurance policy on terms Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. The Surviving Corporation shall (i) maintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Holly with respect to coverage and amount no less favorable than those of such policy in effect matters occurring on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior xxxxr to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause may substitute therefor policies of at least the same coverage (with carriers comparable to be maintained a “tail” Holly's existing carriers) containing terms and conditions which are not materially less advantageous to the former or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies current (immediately prior to the Effective Time) directors or officers of Holly and its subsidiaries and (ii) upon the xxxxxst of any former or current (immediately prior to the Effective Time) director or officer of Holly or any of its subsidiaries, enter into x xxxtract obligating the Surviving Corporation shall (to indemnify and Parent shall cause exculpate such individual for liabilities as described in this Section 5.08. In addition, from and after the Surviving Corporation to) maintain such policies in full force Effective Time, directors and effect for their full term, officers of Holly who become directors or officers of Giaxx xxll be entitled to the same indemnity rights and continue protections as are afforded to honor the obligations thereunderother directors and officers of Giant.

Indemnification, Exculpation and Insurance. (a) For six (6) a period of 6 years after the Effective Time, Parent DigitalGlobe shall, and shall cause the Surviving LLC to, indemnify and hold harmless the individuals who on or prior to the Effective Time were officers, directors and employees of GeoEye or the GeoEye Subsidiaries or were serving at the request of GeoEye as an officer, director or employee of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of GeoEye or any of the GeoEye Subsidiaries at any time prior to the Effective Time to the extent provided under the GeoEye Charter or GeoEye By-laws in effect on the date of this Agreement (including with respect to the advancement of expenses). Prior to Closing, GeoEye may, for the benefit of those Persons who are currently covered by GeoEye’s or any GeoEye Subsidiaries’ directors’ and officers’ liability insurance policies, cause coverage to be extended under such policies by obtaining a six-year “tail” policy containing terms that are at least as favorable to the insureds as the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing; provided, however, that the annualized premiums for such policy shall not be in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages obtained pursuant hereto, but in such case GeoEye may purchase as much coverage as reasonably practicable for such amount. From and after the Closing, DigitalGlobe shall, or shall cause the Surviving Corporation LLC to, maintain cause such “tail” policy to remain in full force and effect and shall not cause or permit any of its Affiliates to amend, waive, modify or otherwise alter the terms thereunder. To the extent any claim is asserted or made within such six-year period, such “tail” policy shall be continued in respect of such claim until the final disposition thereof. To the extent GeoEye does not obtain such a "tail" policy prior to the Closing, for a period of 6 years after the Effective Time, DigitalGlobe shall, or shall cause the Surviving LLC to, cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by GeoEye (“D&O Insurance”) in respect provided that DigitalGlobe or the Surviving LLC, as the case may be, may substitute therefor policies with a substantially comparable insurer of acts or omissions occurring prior at least the same coverage and amounts containing terms and conditions which are no less advantageous to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6insured) with respect to claims arising from facts or events that which occurred on at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to after the Effective Time, neither DigitalGlobe nor the Surviving Corporation LLC, as the case may be, shall (be required to pay annual premiums in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. DigitalGlobe shall, and Parent shall cause the Surviving Corporation LLC to, honor all indemnification agreements with the Indemnitees (including under the GeoEye By-laws) maintain such policies in full force and effect for their full term, and continue to honor as of the obligations thereunderdate of this Agreement in accordance with the terms thereof.

Indemnification, Exculpation and Insurance. (a) For six (6) years after The articles of incorporation and the Effective Time, Parent shall, or shall cause bylaws of the Surviving Corporation toshall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's articles of incorporation and bylaws on the date of this Agreement, maintain directors’ and officers’ liability insurance (“D&O Insurance”) which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in respect any manner that would adversely affect the rights thereunder of acts individuals who on or omissions occurring prior to the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. Parent shall guarantee the obligations of the Surviving Corporation with respect to the indemnification provisions contained in the Surviving Corporation's articles of incorporation and bylaws. (b) To the extent coverage is reasonably available under the Company's current directors' and officers' liability insurance policy or otherwise, Parent will extend the discovery or reporting period under such policy for up to three years from the Effective Time to maintain in effect directors' and officers' liability insurance covering each such Person pre-acquisition acts for those persons who are currently covered by the Company’s D&O Insurance 's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) (the "INDEMNIFICATION PARTIES") on terms with respect to coverage and amount no less favorable than those the terms of such policy in effect on the date hereofcurrent insurance coverage; providedPROVIDED, howeverHOWEVER, that in satisfying its obligation under this Section 6.9(a)no event shall Parent be required to expend for such three-year extension an amount in excess of 150% of the annual premium currently paid by the Company for such insurance; and PROVIDED FURTHER that if the cost of such three-year extension exceeds such 150% amount, neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if obtain such premiums extension as is available for a cost not exceeding such insurance would at any time exceed 300% of amount. (c) In the Annual Premium Amountevent Parent, then the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and shall cause not be the continuing or surviving corporation or 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, proper provisions shall be maintained policies made so that the successors and assigns of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide as the maximum coverage available at an annual premium equal to 300% case may be, shall assume the obligations set forth in this Section 5.14. (d) This Section 5.14 shall survive the consummation of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to Merger at the Effective Time, which policies provide such Persons currently covered by such policies with coverage in is intended to benefit the same amountCompany, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective TimeParent, the Surviving Corporation and the Indemnified Parties, and shall (be binding on all successors and assigns of Parent shall cause and the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderCorporation.

Indemnification, Exculpation and Insurance. (a) For six Bixxxx, Rook and Merger Sub each agrees that all rights to indemnification and exculpation now existing in favor of the current or former directors or officers (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ and officers’ liability insurance (“Rook D&O InsuranceIndemnified Parties”) of Rook or its Subsidiaries as provided in respect the Rook Charter, the Rook Bylaws, the organizational documents of Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time, whether claimed prior to, at or after the Effective Time covering each such Person currently covered (including matters arising in connection with the transactions contemplated hereby), shall be assumed by the Company’s Surviving Corporation and shall continue in full force and effect following the Effective Time. From and after the Effective Time, Bixxxx xhall cause the Surviving Corporation to indemnify, defend and hold harmless, and advance expenses to Rook D&O Insurance policy on terms Indemnified Parties with respect to coverage all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that Rook would be permitted by applicable Law and amount no less favorable than those to the fullest extent required by the Rook Charter, the Rook Bylaws, the organizational documents of such policy Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, howeverthat any Rook D&O Indemnified Party to whom expenses are advanced agrees to return any such funds to which a court of competent jurisdiction has determined in a final, that the amount paid for nonappealable judgment such prepaid policies does Rook D&O Indemnified Party is not exceed 300% ultimately entitled. For a period of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to six (6) years from and after the Effective Time, Bixxxx xhall cause the organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are no less favorable to the Rook D&O Indemnified Parties than those set forth in the Rook Charter and the Rook Bylaws as of the date of this Agreement, which provisions thereafter shall (and Parent shall cause not be amended, repealed or otherwise modified in any manner that would adversely affect the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor rights thereunder of the obligations thereunderRook D&O Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation and its Subsidiaries to: (i) indemnify (including the advancement of expenses) to the full extent of all rights thereto existing in favor of the current or former directors, managers, and officers of the Company and its Subsidiaries as provided in any indemnification agreement which has previously been made available to Parent or in the Company Charter or Company Bylaws or other organizational documents, in each case as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time for a period of six (6) years after the Effective Time with respect to any claims against such directors, managers, or officers arising out of such acts or omissions, except as otherwise required by applicable Law; and (ii) not amend, repeal, or otherwise modify such provisions in any respect that would adversely affect such rights during the period of six (6) years after the Effective Time, except as otherwise required by applicable Law. (b) For a period of six (6) years after the Effective Time, Parent shall, or shall cause to be maintained in effect the Surviving Corporation to, maintain Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (“D&O Insurance”a correct and complete copy of which has been heretofore made available to Parent) in respect of for acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of connection with the transactions contemplated by this Agreement); provided, howeverthat Parent may (i) substitute therefor policies of an insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such Persons than the Company’s existing policies as of the date hereof, or (ii) request that the amount paid for Company obtain such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” extended reporting period coverage under its existing insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause programs (to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% effective as of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time); provided further, that in no event shall Parent or the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect Company be required to pay annual premiums for their full term, and continue to honor the obligations thereunder.insurance under this

Indemnification, Exculpation and Insurance. (a) For six (6) years after Prison Realty, the Effective TimeAcquisition Companies, Parent shallCCA, or shall cause the Surviving Corporation to, maintain directors’ PMSI and officers’ JJFMSI agree that all rights to indemnification and exculpation from liability insurance (“D&O Insurance”) in respect of for acts or omissions occurring at or prior to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect and rights to coverage and amount no less favorable than those advancement of such policy expenses relating thereto now existing in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% favor of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% current or former directors or officers of the Annual Premium Amountparties hereto, or their Subsidiaries (such persons, "Indemnified Persons") as provided in their respective charter (or similar constitutive documents) or bylaws and any existing indemnification agreements or arrangements of Prison Realty, the Acquisition Companies, CCA, PMSI or JJFMSI shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would in any manner adversely affect the rights thereunder of any such Indemnified Persons. The provisions parties hereto agree that Prison Realty shall maintain, for a period of six years from the immediately preceding sentence shall be deemed Effective Time, each parties' current directors' and officers' insurance and indemnification policy to have been satisfied if prepaid “tail” the extent that it provides coverage for events occurring at or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in Time (the same amount, and subject to the same retention, terms, conditions and exclusions of the "D&O Insurance in effect immediately before Closing, Insurance") for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreementall Indemnified Persons; provided, however, that the amount paid for Surviving Companies or Prison Realty, as appropriate, may, in lieu of maintaining such prepaid policies does not exceed 300% of existing D&O Insurance as provided above, cause comparable coverage to be provided under any policy issued by an insurer substantially comparable to the Annual Premium Amountinsurer with respect to the existing D&O Insurance, if so long as the premium for terms thereof are no less advantageous to the Indemnified Parties than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or canceled during such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amountperiod, then the Surviving Corporation shall Prison Realty will use its reasonable best efforts to cause to be maintained a “tail” or “runoff” obtained as much D&O Insurance that, as can be obtained for the remainder of such period on terms and conditions no less advantageous in any material respect than the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderexisting D&O Insurance.

Indemnification, Exculpation and Insurance. (a) For six Buyer agrees that all rights to indemnification existing in favor of the current or former directors and officers of any of the Transferred Companies as provided in the Company’s or its Subsidiaries’ certificate of incorporation or bylaws (6or similar organizational documents) years after as in effect on the Effective Time, Parent shall, date of this Agreement or shall cause in any indemnification agreement listed in Section 6.10 of the Surviving Corporation to, maintain directors’ and officers’ liability insurance (“D&O Insurance”) Disclosure Schedule as in respect effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time covering each such Person currently covered shall be assumed and performed by the Company’s D&O Insurance policy on terms Company and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to coverage any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law. From the Effective Time through the sixth anniversary of the Closing Date, the certificate of incorporation and amount bylaws (or similar organizational documents) of the Transferred Companies shall contain, and Buyer shall cause the certificate of incorporation and bylaws (or similar organizational documents) of the Transferred Companies to so contain, provisions (applicable to the current and former directors and officers of the Transferred Companies as of the 45 Effective Time) no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts indemnification, advancement of expenses and exculpation than are presently set forth in the certificate of incorporation and bylaws (or events that occurred on or before the Effective Time, including in respect comparable governing documents) of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained a “tail” or “runoff” D&O Insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% of the Annual Premium AmountTransferred Companies. If the Company shall elect to obtain such prepaid policies prior (b) Prior to the Effective Time, the Surviving Corporation Company shall purchase a “tail” directors’ and officers’ liability insurance policy (the “Tail Policy”) for each of Transferred Companies and Parent their current and former directors, officers and employees who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by the Transferred Companies in a form reasonably acceptable to Buyer that shall cause provide such directors, officers and employees with coverage for six years following the Surviving Corporation to) Effective Time 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 the Transferred Companies. Following the Effective Time, Buyer shall maintain such policies policy in full force and effect for their full termeffect, and continue to honor the obligations thereunder.. (c) In the event that Buyer, any of the Transferred Companies or any of their successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing company 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, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the applicable Transferred Company assumes the obligations set forth in this Section 6.10. (d) The rights of the indemnified Persons under this Section 6.10 shall be in addition to (and not in limitation of) any rights such Persons may have under the certificate of incorporation or bylaws (or similar organizational documents) of any of the Transferred Companies, or under any applicable Contracts or Laws. (e) The provisions of this Section 6.10 shall survive consummation of the Share Purchase and are intended to be for the benefit of, and shall be enforceable by, each indemnified party, his or her heirs and his or her legal representatives Section 6.11

Indemnification, Exculpation and Insurance. (a) For six (6) years after Prison Realty and the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ Company agree that all rights to indemnification and officers’ exculpation from liability insurance (“D&O Insurance”) in respect of for acts or omissions occurring at or prior to the Effective Time covering each 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 (such Person currently covered by persons, "Indemnified Persons") as provided in their respective charter (or similar constitutive documents) or bylaws and any existing indemnification agreements or arrangements of the Company shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would in any manner adversely affect the rights thereunder of any such Indemnified Persons. The parties hereto agree that the Surviving Entity shall maintain, for a period of six years from the Effective Time, the Company’s D&O Insurance 's current directors' and officers' insurance and indemnification policy on terms with respect to the extent that it provides coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would events occurring at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in Time (the same amount, and subject to the same retention, terms, conditions and exclusions of the "D&O Insurance in effect immediately before Closing, Insurance") for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreementall Indemnified Persons; provided, however, that the amount paid for Surviving Entity may, in lieu of maintaining such prepaid policies does not exceed 300% of existing D&O Insurance as provided above, cause comparable coverage to be provided under any policy issued by an insurer substantially comparable to the Annual Premium Amountinsurer with respect to the existing D&O Insurance, if so long as the premium for terms thereof are no less advantageous to the Indemnified Parties than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or canceled during such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amountperiod, then the Surviving Corporation shall Entity will use its reasonable best efforts to cause to be maintained a “tail” or “runoff” obtained as much D&O Insurance that, as can be obtained for the remainder of such period for an annualized premium not in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to 300% excess of the Annual Premium Amount. If Maximum Premium, on terms and conditions no less advantageous in any material respect than the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderexisting D&O Insurance.