Common use of Indemnification of Company Officers and Directors Clause in Contracts

Indemnification of Company Officers and Directors. For a period through and until expiration of the statutes of limitations pertaining to any Claim asserted against any person who is an officer or director of the Company prior to the Closing (the Indemnified Officers”), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred to the fullest extent permitted under applicable law to) the Indemnified Officers, to the fullest extent that the Company would have been permitted to do so under its articles of incorporation and bylaws as in effect as of the date hereof, provided, however, that the payment of such expenses incurred by or on behalf of an Indemnified Officer in advance of the final disposition of such matter shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under the Company’s articles of incorporation or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in their capacities as such.

Indemnification of Company Officers and Directors. (a) For a period through of six (6) years after the Effective Time, Parent agrees that it will indemnify, defend and until expiration of the statutes of limitations pertaining to any Claim asserted against any person who is an hold harmless each director and officer or director of the Company (when acting in such capacity) determined as of immediately prior to the Closing Effective Time (the “Company Indemnified OfficersParties”), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred to the fullest extent permitted under applicable law to) the Indemnified Officers, to the fullest extent that the Company would have been required or permitted to do so under its articles the Company Certificate of incorporation Incorporation and bylaws as By-laws in effect as of on the date hereofhereof (the “Company Indemnification Obligations”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time which are asserted after the Effective Time. In connection therewith, Parent shall also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted under the Company Indemnification Obligations; provided, however, that the payment Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. However, the foregoing provisions of this Section 7.14 shall not apply to: (i) any claim for indemnification made pursuant to Article X hereof, (ii) any matter that, were it asserted by a third party against Parent or the Surviving Corporation, would be an indemnifiable claim pursuant to Article X hereof, or (iii) any claim or matter that relates to a willful or intentional breach of a representation, warranty or covenant made by the Company in connection with this Agreement or the transactions contemplated hereby or made by a Stockholder in connection with its Voting Agreement. (b) Any Company Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.14 upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and, provided that Parent or Surviving Corporation does promptly assume and defend such claim, Parent shall not be liable to such Company Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Company Indemnified Parties in connection with the defense thereof, (ii) the Company Indemnified Parties will cooperate in the defense of any such matter and (iii) Parent shall not be liable for any settlement effected without its prior written consent; and provided, further, that Parent shall not have any obligation hereunder to any Company Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such expenses incurred Company Indemnified Party in the manner contemplated hereby is prohibited by applicable Law; and provided further, that any Company Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Company Indemnified Party by counsel retained by or on behalf of an the Parent or the Surviving Corporation would be inappropriate due to conflicts of interest, as established by the reasonable advice of Parent’s counsel, between any such Company Indemnified Officer Party and any other party represented by such counsel in advance such proceeding or actions, in which case such Company Indemnified Party and Parent each shall pay, as incurred, one-half the fees and expenses of such separate counsel. (c) Parent will not, nor will Parent permit the Surviving Corporation to, merge or consolidate with any other Person or sell all or substantially all of the final disposition of such matter shall be made only upon receipt of (i) a written affirmation by Parent’s or the Indemnified Officer of such Indemnified OfficerSurviving Corporation’s good faith belief assets unless Parent or the Surviving Corporation will ensure that the standard of conduct described in Section 0-000-000 of surviving or resulting entity assumes the CBCA necessary for indemnification by Parent as authorized obligations imposed by this Section 8.13 has been met, and 7.14. (iid) an undertaking by or on behalf The provisions of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is 7.14 are intended to be a third party beneficiary of this Section 8.13 for the benefit of, and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under the Company’s articles of incorporation or bylaws as in effect as be enforceable by, each of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in Indemnified Parties and their capacities as suchheirs and estates.

Indemnification of Company Officers and Directors. For a period through and until expiration of the statutes of limitations pertaining to any Claim asserted against any person who is an officer or director of the (a) The Company prior to the Closing (the Indemnified Officers”)shall, Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred to the fullest extent permitted under applicable law to) and regardless of whether the Indemnified OfficersMerger is consummated, indemnify, defend and hold harmless, and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless, the present and former officers and directors of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims (and involving claims by or in the right of the Company), damages or liabilities resulting from third-party claims and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties as officers or directors of the Company or any of its Subsidiaries occurring on or prior to the Effective Time (including, without limitation, the Transactions) to the fullest extent permitted or required under (i)(A) the Articles of Incorporation or By-Laws of the Company in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (B) any indemnification agreement between the Indemnified Party and the Company in effect immediately prior to the date of this Agreement; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's Articles of Incorporation and By-Laws in effect on the date of this Agreement and subject to the terms of such Articles of Incorporation and By-Laws. (b) Any Indemnified Party wishing to claim indemnification under Section 7.1(a) shall provide notice to the Surviving Corporation promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Surviving Corporation (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided, however, that (i) counsel for the Surviving Corporation who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Surviving Corporation of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Surviving Corporation, and the Surviving Corporation is actually prejudiced as a result of such failure to give notice. In the event that the Company would have been permitted Surviving Corporation does not accept the defense of any matter as above provided, the Indemnified Parties may retain counsel satisfactory to do so under its articles them, and the Surviving Corporation shall pay all reasonable fees and expenses of incorporation and bylaws one such counsel for all the Indemnified Parties promptly as in effect as of the date hereof, statements therefor are received; provided, however, that the payment Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Surviving Corporation shall not be responsible for the fees and expenses of such expenses incurred by or on behalf of an Indemnified Officer in advance more than one counsel for all of the final disposition Indemnified Parties unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Indemnified Parties, in which case each Indemnified Party with respect to whom such matter shall be made only upon receipt of a conflict exists (i) a written affirmation by the Indemnified Officer or group of such Indemnified Officer’s good faith belief that Parties who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction and the standard Surviving Corporation shall be responsible for the fees and expenses of conduct described each such counsel. In any event, the -38- Surviving Corporation and the Indemnified Parties shall cooperate in Section 0-000-000 the defense of any action or claim. The Surviving Corporation shall not, in the defense of any such claim or litigation, except with the consent of the CBCA necessary Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for indemnification injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by the claimant or on behalf of plaintiff to such Indemnified Officer Party of a release from all liability with respect to repay all amounts so advanced such claim or litigation. (c) The articles of incorporation and by-laws of the “Returned Payments”) Surviving Corporation shall contain the provisions with respect to indemnification set forth in the event Company's Articles of Incorporation and By-Laws, which provisions shall not be amended, modified or otherwise repealed for a period of six years from the Effective Time in any manner that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent would adversely affect the rights thereunder as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board Effective Time of Directors of Parent that (i) individuals who at the Indemnified Officer did not act in good faith and in a manner he Effective Time were directors or she reasonably believed to be in, or not opposed to, the best interests officers of the Company, unless such modification is required after the Effective Time by law and then only to the minimum extent required by such law. (d) This Section 7.1 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 7.1 whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 7.1. (iie) The Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements and employment agreements with the Company's directors and officers existing at or immediately prior to the Effective Time. (f) In addition, Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than three years after the Effective Time, the Company's current directors and officers (as defined to mean those person insured under such policy) with respect an insurance and indemnification policy that provides coverage for events occurring at or prior to any criminal action or proceedingthe Effective Time (the "D&O Insurance") in an aggregate amount of at least $15,000,000, and that is in the aggregate not materially less favorable than the existing policy or, if substantially equivalent insurance coverage is unavailable, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 best available coverage; provided, however, that Parent and may specifically enforce its terms. This Section 8.13 the Surviving Corporation shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under be required to pay an annual premium for the Company’s articles D&O Insurance in excess of incorporation or bylaws as in effect as 200% of the date hereof. This Section 8.13 shall be inapplicable to any action commenced annual premium currently paid by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders for such insurance, but in their capacities such case shall purchase as suchmuch of such coverage as possible for such amount.

Indemnification of Company Officers and Directors. (a) For a period through of at least six (6) years following the Effective Time, the Surviving Corporation or its successor shall, and until expiration of Parent shall cause the statutes of limitations pertaining to any Claim asserted against any person who is an officer Surviving Corporation or director its successor to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification provisions under Applicable Law, the Company’s certificate of incorporation as in effect on the date hereof and pursuant to the indemnification agreements listed in Section 3.1.16(a)(ii) of the Company Disclosure Schedule insofar as such indemnification, advancement of expenses and exculpation for acts or omissions provisions relate to the directors and officers of the Company set forth in such schedule (such directors and officers being herein called the “Company Indemnitees”), regardless of whether any proceeding relating to any Company Indemnitee’s rights to indemnification or advancement of expenses or to any such acts or omissions is commenced before or after the Closing. The rights of each Company Indemnitee shall be enforceable by each such Company Indemnitee or his or her heirs, personal representatives, successors or assigns. If any claim is made against or involves any Company Indemnitee on or prior to the Closing sixth (6th) anniversary of the Indemnified Officers”Effective Time, the provisions of this Section 4.5 shall continue in effect with respect to such claim until the final disposition thereof. The obligations of Parent, the Surviving Corporation and its successors under this Section 4.5 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Company Indemnitee (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such Company Indemnitee (or his or her heirs, personal representatives, successors or assigns, as applicable), Parent . The Surviving Corporation or its successor shall indemnify pay all costs and hold harmless expenses (and shall also advance expenses, including reasonable attorneys’ fees) incurred by any Company Indemnitee (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such Person that is successful to enforce the obligations of Parent, the Surviving Corporation or its successors under this Section 4.5. (b) Company has prepaid for a period of six (6) years after the Effective Time, directors’ and expert witness fees, as incurred to officers’ liability insurance covering those persons who are currently covered by the fullest extent permitted under applicable law to) the Indemnified Officers, to the fullest extent that Company’s directors’ and officers’ liability insurance policy (copies of which have been made available by the Company would have been permitted to do so under Parent and its articles of incorporation and bylaws as in effect as of representatives prior to the date hereof, provided, however, that ) for acts or omissions occurring prior to the payment Effective Time. Neither Parent nor the Surviving Corporation shall cancel such policy during the prepaid policy period. (c) The provisions of such expenses incurred by or on behalf of an Indemnified Officer in advance of the final disposition of such matter shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is 4.5 are intended to be a third party beneficiary of this Section 8.13 for the benefit of, and may specifically enforce its termsshall be enforceable by, the Company Indemnitees. This Section 8.13 shall 4.5 is in addition to, and not limit in substitution for, any other rights to indemnification or otherwise adversely affect contribution that any rights any Indemnified Officer such Person may have under against Parent or the Company’s articles of incorporation Surviving Corporation first arising after the Closing Date by contract or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in their capacities as suchotherwise.

Indemnification of Company Officers and Directors. For (a) Parent agrees that it will (i) assume (A) the indemnification agreements set forth on Schedule 7.19(a) between the Company and its officers and directors to which the Company is bound as of the date of this Agreement, and (B) other indemnification agreements between the Company and its officers and directors to which the Company is bound as of the date of this Agreement which are in form and substance substantially similar to the Company’s standard form indemnification agreements in use at the date of such other indemnification agreements and (ii) for a period through of six (6) years after the Effective Time, indemnify, defend and until expiration hold harmless each director and officer of the statutes Company determined as of limitations pertaining immediately prior to any Claim asserted against any person who is the Effective Time (the “Company Indemnified Parties”) for actions taken in such person’s capacity as an officer or director of the Company prior Company, to the Closing fullest extent permitted by applicable Law, against any costs or expenses (the Indemnified Officers”), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time which are asserted after the Effective Time (the obligations in (i) and expert witness fees(ii), the “Company Indemnification Obligations”). In connection therewith, Parent shall also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted under by applicable law to) the Indemnified Officers, to the fullest extent that the Company would have been permitted to do so under its articles of incorporation and bylaws as in effect as of the date hereof, Law; provided, however, that the payment of such Person to whom expenses incurred by or on behalf of an Indemnified Officer in advance of the final disposition of such matter shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) are advanced provides an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that such advances if it shall is ultimately be determined that such Indemnified Officer Person is not entitled to be indemnified by Parent as authorized in indemnification. (b) Any Company Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 8.137.19 upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent in writing thereof; and further provided provided, however, that no delay on the part of a Company Indemnified Party in notifying Parent shall relieve Parent of any liability or obligations hereunder, except to the extent Parent has been prejudiced thereby, and then only to such advancement extent. In the event of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that any such claim, action, suit, proceeding or investigation, (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed toParent, the best interests of Interim Surviving Corporation or the CompanyFinal Surviving Entity shall have the right to assume the defense thereof and, or (ii) with respect to any criminal action or proceedingprovided that Parent, the Indemnified Officer had reasonable cause to believe his Interim Surviving Corporation or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 the Final Surviving Entity does promptly assume and may specifically enforce its terms. This Section 8.13 defend such claim, Parent shall not limit be liable to such Company Indemnified Parties for any legal expenses of other counsel or otherwise adversely affect any rights any other expenses subsequently incurred by such Company Indemnified Officer may have under the Company’s articles of incorporation or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent Parties in connection with the transactions defense thereof, (ii) the Company Indemnified Parties will cooperate in the defense of any such matter and (iii) Parent shall not be liable for any settlement effected without its prior written consent; and provided, further, that Parent shall not have any obligation hereunder to any Company Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Company Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (c) Parent shall maintain the Company’s existing directors’ and officers’ liability insurance (“D&O Insurance”) for a period of not less than six (6) years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms and conditions no less favorable to such Company Indemnified Parties; provided, further, that if the D&O Insurance expires or is terminated or cancelled during such period, then Parent shall use its commercially reasonable efforts to obtain substantially similar D&O Insurance; provided, further, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.19(c) in excess of $110,000 (the “Premium”); and provided, further, that if Parent is unable to obtain the amount of insurance required by this Agreement against Section 7.19(c) for the Premium, Parent shall obtain as much insurance as can be obtained for an annual premium not in excess of the Premium. (d) Parent will not, nor will Parent permit the Interim Surviving Corporation or Final Surviving Entity to, merge or consolidate with any other Person or sell all or substantially all of the Parent’s, the Interim Surviving Corporation’s or the Final Surviving Entity’s assets unless Parent, the Surviving Corporation or the Final Surviving Entity will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 7.19. (e) The provisions of this Section 7.19 are intended to be for the benefit of, and shall be enforceable by, each of the Company Control Shareholders Indemnified Parties and their heirs and estates. (f) Nothing in their capacities as suchthis Section 7.19 shall be construed to limit any right that any Indemnified Party would otherwise have to obtain indemnification or compensation from the Escrow Account in connection with any claim for indemnification and in no event shall any director or officer have any right under this Section 7.19 to indemnification for any Losses for which any Indemnified Party would have the right to be indemnified pursuant to Article X hereof, were the claims with respect to which such director or officer is seeking indemnification pursuant to this Section 7.19 brought against Parent, the Company, the Interim Surviving Corporation or the Final Surviving Entity or otherwise constituted a breach of the representations and warranties of the Company set forth in this Agreement.

Indemnification of Company Officers and Directors. (a) For a period through of six (6) years following the Effective Time, the Surviving Corporation or its successor shall, and until expiration the Acquiror shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects the obligations of the statutes of limitations pertaining Company pursuant to any Claim asserted against indemnification provisions under applicable Law, the Charter Documents as in effect on the date hereof or pursuant to the indemnification agreements listed in Schedule 7.11(a) attached hereto (the “Indemnification Schedule”) insofar as such indemnification provisions relate to the directors and officers of the Company set forth in the Indemnification Schedule (such directors and officers being herein called the “Company Indemnitees”). The rights of each Company Indemnitee shall be enforceable by each such Company Indemnitee or his or her heirs, personal representatives, successors or assigns. Notwithstanding the foregoing, the obligations of the Acquiror and the Surviving Corporation or its successor (i) shall be subject to any person limitation imposed by applicable Law and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any Related Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or right of advancement from the Surviving Corporation or its successor or Parent with respect with any Loss claimed against such Company Indemnitee in his or her capacity as a Company Stockholder pursuant to this Agreement or any Related Agreement by any of the Indemnified Parties. Notwithstanding the foregoing, the Acquiror shall have no obligation to maintain the existence of the Surviving Corporation for any specified period following the Effective Time. (b) The Company shall purchase, prior to or concurrent with the Closing Closing, a prepaid policy or policies (i.e., “tail coverage”) that will remain in effect for a period of six (6) years after the Indemnified Officers”)Effective Time, Parent shall indemnify and hold harmless (and shall also advance expensesthe material terms of which, including reasonable attorneys’ coverage and expert witness feesamount, as incurred are comparable to the fullest extent permitted under applicable law to) the Indemnified Officers, to the fullest extent that the Company would have been permitted to do so under its articles those of incorporation and bylaws as such policy currently in effect as of on the date hereof, ; provided, however, that the payment Acquiror shall not cancel such policy for a period of six (6) years after the Effective Time; provided, further, that such expenses incurred by or on behalf of an Indemnified Officer in advance of the final disposition of such matter payments shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled deemed to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests Third Party Expense of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under the Company’s articles of incorporation or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in their capacities as such.

Indemnification of Company Officers and Directors. (a) For a period through of six (6) years following the Effective Time, the Surviving Corporation or its successor shall fulfill and until expiration honor in all respects the obligations of the statutes of limitations pertaining Company pursuant to any Claim asserted against indemnification provisions under applicable law, the Charter Documents as in effect on the date hereof or pursuant to the indemnification agreements listed in Schedule 5.20 attached hereto (the “Indemnification Schedule”) insofar as such indemnification provisions relate to the directors and officers of the Company set forth in the Indemnification Schedule (such directors and officers being herein referred to as the “Company Indemnitees”). The rights of each Company Indemnitee shall be enforceable by each such Company Indemnitee or his or her heirs, personal representatives, successors or assigns. Notwithstanding the foregoing, the obligations of the Surviving Corporation or its successor (i) shall be subject to any person limitation imposed by applicable Legal Requirements and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company prior from his or her obligations pursuant to this Agreement or any Related Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or right of advancement from the Closing (Surviving Corporation or its successor with respect with any Loss claimed by any of the Indemnified Officers”)Parties against such Company Indemnitee in his or her capacity as a Company Stockholder or holder of Company Options pursuant to this Agreement or any Related Agreement. Notwithstanding the foregoing, Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred have no obligation to maintain the fullest extent permitted under applicable law to) existence of the Indemnified Officers, Surviving Corporation for any specified period following the Effective Time. The Company hereby represents to the fullest extent Parent that the Company would have no claim for indemnification has been permitted to do so under its articles of incorporation and bylaws as in effect made as of the date hereofhereof by any director or officer of the Company. (b) The Company may purchase, prior to or concurrent with the Closing, a prepaid director and officer liability insurance policy on terms reasonably acceptable to Parent (i.e., “tail coverage”) that will remain in effect for a period of up to six (6) years after the Effective Time, provided, however, that to the payment of extent any payments with respect to such expenses incurred tail coverage have not been made by the Company prior to or on behalf of an Indemnified Officer in advance concurrent with the Closing, then such payments shall be Third Party Expenses of the final disposition of such matter Company and, accordingly, shall be made only upon receipt reflected on the Statement of Expenses. If the Surviving Corporation or any of its successors or assigns (i) a written affirmation by consolidates with or merges into any other Person and shall not be the Indemnified Officer continuing or surviving corporation or entity of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been metconsolidation or merger, and (ii) an undertaking by transfers or on behalf conveys all or substantially all of its properties and assets to any one Person or (iii) is liquidated or dissolved, then, and in each such Indemnified Officer case, to repay all amounts so advanced (the “Returned Payments”) in the event that it extent necessary, Parent shall ultimately be determined that such Indemnified Officer is not entitled cause proper provision to be indemnified by made so that either the successors and assigns of the Surviving Corporation or Parent as authorized shall assume the obligations set forth in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under the Company’s articles of incorporation or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in their capacities as such5.20.

Indemnification of Company Officers and Directors. (a) For a period through six (6) years following the Closing, Parent shall, and until expiration shall cause the Company, to fulfill and honor the indemnification agreements between the Company and its officers and directors existing prior to the Agreement Date as set forth on Schedule 6.23(a) that relate to the directors and officers of the statutes Company set forth in Schedule 6.23(a) (the “Company Indemnitees”), including any provisions existing in the Articles of limitations pertaining Incorporation or the bylaws of the Company as of the Agreement Date. Notwithstanding the foregoing, the obligations of Parent, the Interim Surviving Entity and the Final Surviving Entity or their successors (i) shall be subject to any Claim asserted against limitation imposed by applicable Law and (ii) shall not be deemed to release any person Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or right of advancement from Parent, the Interim Surviving Entity or the Final Surviving Entity or their successors with respect with any Loss claimed by any of the Indemnified Parties against such Company Indemnitee in his or her capacity as a Company Shareholder pursuant to this Agreement. Notwithstanding the foregoing, (i) Parent shall have no obligation to maintain the existence of the Interim Surviving Entity or the Final Surviving Entity for any specified period following the Effective Time and (ii) this Section 6.23(a) is intended to benefit each Person who was a director and/or an officer of the Company prior to the Closing and shall be binding on all successors of Parent, the Interim Surviving Entity and the Final Surviving Entity. (b) Prior to the Closing, the Company shall deliver to Parent a quote for the purchase of a prepaid directors’ and officers’ liability policy or policies (the Indemnified Officers“Tail Policy”) that will remain in effect until the six (6) year anniversary of the Effective Time the material terms of which, including coverage and amount are comparable to those of the Company’s current directors’ and officers’ liability insurance policy (copies of which have been made available to Parent prior to the Agreement Date). At Parent’s request, the Company shall purchase such Tail Policy prior to the Closing Date, and the Company and Parent shall indemnify and hold harmless each contribute fifty percent (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred 50%) of any payments with respect to the fullest extent permitted under applicable law to) the Indemnified Officers, to the fullest extent that the Company would have been permitted to do so under its articles of incorporation and bylaws as in effect as of the date hereof, such Tail Policy; provided, however, that to the payment of extent any payments payable by the Company with respect to such expenses incurred Tail Policy have not been paid by or on behalf of an Indemnified Officer in advance of the final disposition of Company prior to the Closing, then such matter payments shall be made only upon receipt deemed Third Party Expenses or Excess Third Party Expenses, as the case may be. (c) The provisions of (i) a written affirmation this Section 6.23 are intended to be for the benefit of, and shall be enforceable by the Indemnified Officer of such Indemnified Officer’s good faith belief Company Indemnitees (it being expressly agreed that the standard Company Indemnitees shall be third party beneficiaries of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by or on behalf 6.23). The obligations of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did 6.23 shall not act be terminated or modified in good faith and in such a manner he or she reasonably believed as to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under Company Indemnitee without the Company’s articles express written consent of incorporation or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the such affected Company Control Shareholders in their capacities as suchIndemnitee.

Indemnification of Company Officers and Directors. (a) For a period through of six (6) years after the Effective Time, Parent agrees that it will indemnify, defend and until expiration of the statutes of limitations pertaining to any Claim asserted against any person who is an hold harmless each director and officer or director of the Company (when acting in such capacity) determined as of immediately prior to the Closing Effective Time (the Indemnified Officers”"COMPANY INDEMNIFIED PARTIES"), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred to the fullest extent permitted under applicable law to) the Indemnified Officers, to the fullest extent that the Company would have been required or permitted to do so under its articles Certificate of incorporation Incorporation and bylaws as in effect as of on the date hereofhereof (the "COMPANY INDEMNIFICATION OBLIGATIONS"), providedagainst any costs or expenses (including reasonable attorneys' fees), howeverjudgments, fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time which are asserted after the Effective Time. In connection therewith, Parent shall also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted under the Company Indemnification Obligations; PROVIDED, HOWEVER, that the payment of such Person to whom expenses incurred by or on behalf of an Indemnified Officer in advance of the final disposition of such matter shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) are advanced provides an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that such advances if it shall is ultimately be determined that such Indemnified Officer Person is not entitled to be indemnified by Parent as authorized in indemnification. However, the foregoing provisions of this Section 8.13; and further provided that no such advancement of expenses 6.18 shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that not apply to: (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed any claim for indemnification made pursuant to be inArticle IX hereof, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceedingmatter that, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be were it asserted by a third party beneficiary against Parent or the Surviving Corporation, would be an indemnifiable claim pursuant to Article IX hereof, (iii) any claim or matter that relates to a willful or intentional breach of a representation, warranty or covenant made by the Company in connection with this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit Agreement or otherwise adversely affect any rights any Indemnified Officer may have under the Company’s articles of incorporation transactions contemplated hereby or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced made by Parent a Stockholder in connection with the transactions Voting Agreement, or (iv) any claim made by Bertelsmann A.G. or any of its Affiliates against any Person. (b) Any Company Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.18 upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof. In the event of any such claim, action, suit, proceeding or investigation, (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and, provided that Parent or Surviving Corporation does promptly assume and defend such claim, Parent shall not be liable to such Company Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Company Indemnified Parties in connection with the defense thereof, (ii) the Company Indemnified Parties will cooperate in the defense of any such matter and (iii) Parent shall not be liable for any settlement effected without its prior written consent; and provided, further, that Parent shall not have any obligation hereunder to any Company Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Company Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (c) Parent will not, nor will Parent permit the Surviving Corporation to, merge or consolidate with any other Person or sell all or substantially all of the Parent's or the Surviving Corporation's assets unless Parent or the Surviving Corporation will ensure that the surviving or resulting entity assumes the obligations imposed by this Agreement against Section 6.18. (d) The provisions of this Section 6.18 are intended to be for the benefit of, and shall be enforceable by, each of the Company Control Shareholders in Indemnified Parties and their capacities as suchheirs and estates.

Indemnification of Company Officers and Directors. (a) For a period through of six (6) years following the Effective Time, the Surviving Corporation or its successor shall, and until expiration Parent shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects the obligations of the statutes of limitations pertaining Company pursuant to any Claim asserted against indemnification provisions under applicable law, the Charter Documents as in effect on the date hereof or pursuant to the indemnification agreements listed in Schedule 5.19 attached hereto (the “Indemnification Schedule”) insofar as such indemnification provisions relate to the directors and officers of the Company set forth in the Indemnification Schedule (such directors and officers being herein called the “Company Indemnitees”). The rights of each Company Indemnitee shall be enforceable by each such Company Indemnitee or his or her heirs, personal representatives, successors or assigns. Notwithstanding the foregoing, the obligations of the Parent and the Surviving Corporation or its successor (i) shall be subject to any person limitation imposed by applicable law and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any Related Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or right of advancement from the Surviving Corporation or its successor or Parent with respect with any Loss claimed by any of the Indemnified Parties against such Company Indemnitee in his or her capacity as a Company Stockholder pursuant to this Agreement or any Related Agreement. Notwithstanding the foregoing, Parent shall have no obligation to maintain the existence of the Surviving Corporation for any specified period following the Effective Time; provided that the Surviving Corporation’s successor remains subject to the obligations set forth in this Section 5.19. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company, and, to the Knowledge of the Company, no basis exists for such claim for indemnification. (b) For a period of six years after the Effective Time, Parent will cause the Surviving Corporation or its successor to maintain in effect the Company’s current directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (copies of which have been delivered by the Company to Parent and its representatives prior to the Closing (the Indemnified Officers”), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred date hereof) for acts or omissions occurring prior to the fullest extent permitted under applicable law to) the Indemnified Officers, Effective Time on terms comparable to the fullest extent that the Company would have been permitted to do so under its articles those of incorporation and bylaws as such policy in effect as of on the date hereof, ; provided, however, that the payment Company shall purchase, prior to or concurrent with the Closing, a prepaid policy or policies (i.e., “tail coverage”) that will remain in effect for a period of six years after the Effective Time, the material terms of which, including coverage and amount, are comparable to those of such expenses incurred by or policy currently in effect on behalf the date hereof, and, unless Parent consents in writing, the annual premium of an Indemnified Officer in advance which does not exceed 150% of the final disposition of annual premium currently paid by the Company for such matter coverage; provided, further, however, that to the extent any payments with respect to such tail coverage have not been made by the Company prior to or concurrent with the Closing, then such payments shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests deemed Third Party Expenses of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under the Company’s articles of incorporation or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in their capacities as such.

Indemnification of Company Officers and Directors. (a) For a the period through of six (6) years following the Effective Time, Parent shall, and until expiration of shall cause the statutes of limitations pertaining to any Claim asserted against any Surviving Corporation to, indemnify and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer or director of the Company or any of its Subsidiaries (the “Company Indemnified Parties”) against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement (the “Company Indemnified Liabilities”) of or in connection with any claim, action, suit, proceeding or investigation by reason of the fact that such person is or was a director or officer of the Company (the “Company Indemnified Proceedings”), whether pertaining to any matter existing or occurring at or prior to the Closing Effective Time and whether asserted or claimed prior to, or at or after the Effective Time and (ii) all Company Indemnified Liabilities based on, or relating to this Agreement or the Indemnified Officers”transactions contemplated hereby (to the extent that such losses, claims, damages, costs, expenses, liabilities or judgments or amounts arose from or are related to this Agreement or the transactions contemplated hereby), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred in each case to the fullest extent a corporation is permitted under applicable by law toto indemnify its own directors and officers. (b) For a period of six (6) years following the Indemnified OfficersEffective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the fullest extent Company Indemnified Parties as those contained in the Certificate of Incorporation and Bylaws of the Company as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of Company Indemnified Parties. (c) Prior to the Effective Time, the Company shall, and if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain, in respect of acts or omissions occurring prior to or at the Effective Time (including such acts or omissions in connection with this Agreement and the transactions contemplated hereby), and pay all premiums and other costs with respect to policies of directors’ and officers’ liability insurance (which may take the form of an extended reporting period, endorsement or policy) covering the Company and other Persons currently covered by the Company’s existing directors’ and officers’ liability insurance policies, for a period of six (6) years after the Effective Time; provided that the Company would have been permitted shall first consult with Parent and shall obtain and pay for such policies only on terms reasonably acceptable to do so under its articles Parent. From and after the Effective Time, the Surviving Corporation will not take any action to cancel such policies. If the Company and the Surviving Corporation for any reason fail to obtain such insurance policies as of incorporation the Effective Time, the Surviving Corporation shall, and bylaws as Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the directors’ and officers’ liability insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date hereof, provided, however, that or the payment of such expenses incurred by or on behalf of an Indemnified Officer in advance of the final disposition of such matter shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been metSurviving Corporation shall, and (ii) an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (Parent shall cause the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed Surviving Corporation to, use reasonable best efforts to purchase comparable directors’ and officers’ liability insurance for such six- (6-) year period with terms, conditions, retentions and limits of liability that are at least as favorable to the best interests of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under insureds as provided in the Company’s articles of incorporation or bylaws as in effect existing policies as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in their capacities as such.

Indemnification of Company Officers and Directors. For a period through and until expiration of the statutes of limitations pertaining to any Claim asserted against any person who is an officer or director of the (a) The Company prior to the Closing (the Indemnified Officers”)shall, Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred to the fullest extent permitted under applicable law to) and regardless of whether the Indemnified OfficersMerger is consummated, indemnify, defend and hold harmless, and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless, the present and former officers and directors of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims (and involving claims by or in the right of the Company), damages or liabilities resulting from third-party claims and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties as officers or directors of the Company or any of its Subsidiaries occurring on or prior to the Effective Time (including, without limitation, the Transactions) to the fullest extent permitted or required under (i)(A) the Articles of Incorporation or By-Laws of the Company in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (B) any indemnification agreement between the Indemnified Party and the Company in effect immediately prior to the date of this Agreement; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's Articles of Incorporation and By-Laws in effect on the date of this Agreement and subject to the terms of such Articles of Incorporation and By-Laws. (b) Any Indemnified Party wishing to claim indemnification under Section 7.1(a) shall provide notice to the Surviving Corporation promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Surviving Corporation (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided, however, that (i) counsel for the Surviving Corporation who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Surviving Corporation of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Surviving Corporation, and the Surviving Corporation is actually prejudiced as a result of such failure to give notice. In the event that the Company would have been permitted Surviving Corporation does not accept the defense of any matter as above provided, the Indemnified Parties may retain counsel satisfactory to do so under its articles them, and the Surviving Corporation shall pay all reasonable fees and expenses of incorporation and bylaws one such counsel for all the Indemnified Parties promptly as in effect as of the date hereof, statements therefor are received; provided, however, that the payment Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Surviving Corporation shall not be responsible for the fees and expenses of such expenses incurred by or on behalf of an Indemnified Officer in advance more than one counsel for all of the final disposition Indemnified Parties unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Indemnified Parties, in which case each Indemnified Party with respect to whom such matter shall be made only upon receipt of a conflict exists (i) a written affirmation by the Indemnified Officer or group of such Indemnified Officer’s good faith belief that Parties who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction and the standard Surviving Corporation shall be responsible for the fees and expenses of conduct described each such counsel. In any event, the Surviving Corporation and the Indemnified Parties shall cooperate in Section 0-000-000 the defense of any action or claim. The Surviving Corporation shall not, in the defense of any such claim or litigation, except with the consent of the CBCA necessary Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for indemnification injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by the claimant or on behalf of plaintiff to such Indemnified Officer Party of a release from all liability with respect to repay all amounts so advanced such claim or litigation. (c) The articles of incorporation and by-laws of the “Returned Payments”) Surviving Corporation shall contain the provisions with respect to indemnification set forth in the event Company's Articles of Incorporation and By-Laws, which provisions shall not be amended, modified or otherwise repealed for a period of six years from the Effective Time in any manner that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent would adversely affect the rights thereunder as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board Effective Time of Directors of Parent that (i) individuals who at the Indemnified Officer did not act in good faith and in a manner he Effective Time were directors or she reasonably believed to be in, or not opposed to, the best interests officers of the Company, unless such modification is required after the Effective Time by law and then only to the minimum extent required by such law. (d) This Section 7.1 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 7.1 whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 7.1. (iie) The Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements and employment agreements with the Company's directors and officers existing at or immediately prior to the Effective Time. (f) In addition, Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than three years after the Effective Time, the Company's current directors and officers (as defined to mean those person insured under such policy) with respect an insurance and indemnification policy that provides coverage for events occurring at or prior to any criminal action or proceedingthe Effective Time (the "D&O Insurance") in an aggregate amount of at least $15,000,000, and that is in the aggregate not materially less favorable than the existing policy or, if substantially equivalent insurance coverage is unavailable, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 best available coverage; provided, however, that Parent and may specifically enforce its terms. This Section 8.13 the Surviving Corporation shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under be required to pay an annual premium for the Company’s articles D&O Insurance in excess of incorporation or bylaws as in effect as 200% of the date hereof. This Section 8.13 shall be inapplicable to any action commenced annual premium currently paid by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders for such insurance, but in their capacities such case shall purchase as suchmuch of such coverage as possible for such amount.