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

Indemnification of Company Officers and Trustees. (a) From and after the Effective Time, the Surviving Entity shall provide exculpation and indemnification for each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director or trustee of the Company or any Company Subsidiary (the “Indemnified Parties”) which is the same as the exculpation and indemnification provided to the Indemnified Parties by the Company (including advancement of expenses, if so provided) in the Company Organizational Documents, as in effect at the close of business on the date hereof, which exculpation and indemnification shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of individuals who were, at any time prior to the Effective Times, directors, trustees, officers or employees of the Company or any Company Subsidiary; provided, that such exculpation and indemnification covers actions on or prior to the Effective Times, including, without limitation, all transactions contemplated by this Agreement. (b) Prior to the Merger Effective Time, the Company shall obtain and fully pay the premium for the extension of (i) the Company’s existing directors’ and executive officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies (collectively the “Tail Insurance”), for a claims reporting or discovery period of at least six years from and after the Effective Times from an insurance company or companies with the same or better credit rating from AM Best Company as the Company’s current insurance companies on its existing directors’, officers’ and trustees’ insurance policies and fiduciary liability insurance policies, with terms, conditions, retentions and limits of liability that are at least as favorable as such existing policies, with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, or any matter claimed against a director, trustee or officer of the Company solely by reason of their serving in such capacity, that existed or occurred at or prior to the Effective Times (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however, that in no event shall the Company expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Entity for any reason fail to obtain such “tail” insurance policies as of the Effective Times, the Surviving Entity shall obtain such policies and, pending the effectiveness of such policies, continue to maintain in effect for a period of at least six years from and after the Effective Times the Tail Insurance in place as of the date hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof, or the Surviving Entity shall, use reasonable best efforts to purchase comparable Tail Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof; provided, however, that in no event shall the Surviving Entity be required to expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) The provisions of this Section 8.2 shall not be terminated or modified after the Effective Times in such a manner as to adversely affect any Indemnified Party, his or her heirs and his or her personal representatives to which this Section 8.2 applies, without the consent of such Indemnified Party, his or her heirs and his or her personal representatives. The provisions of this Section 8.2 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of Parent, the Surviving Entity and the Company. Parent agrees to pay all costs and expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party or his or her heirs or his or her personal representatives in successfully enforcing the indemnity or other obligations of Parent under this Section 8.2. The provisions of this Section 8.2 shall survive the Merger and are in addition to any other rights to which an Indemnified Party may be entitled. (d) If either the Surviving Entity or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Entity assumes the obligations set forth in this Section 8.2. The parties acknowledge and agree that Parent guarantees the payment and performance of the Surviving Entity’s obligations pursuant to this Section 8.2.

Indemnification of Company Officers and Trustees. (a) From and after the Effective Time, the Surviving Entity shall provide exculpation and indemnification for each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director officer or trustee (or person occupying a similar position in any other entity) of the Company or any Company Subsidiary (the “Indemnified Parties”) which is the same as the exculpation and indemnification provided to the Indemnified Parties by the Company (including advancement of expenses, if so provided) in the Company Organizational Documents, as in effect at the close of business on the date hereof, which exculpation and indemnification shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of individuals who were, at any time prior to the Effective Times, directorsTime, trustees, officers or employees of the Company or any Company SubsidiaryCompany; provided, that such exculpation and indemnification covers actions on or prior to the Effective TimesTime, including, without limitation, all transactions contemplated by this Agreement. (b) Prior to the Merger Effective Time, the Company The Surviving Entity shall obtain and fully pay maintain in effect at the premium for Effective Time and continuing until the extension of (i) the Company’s existing directors’ sixth anniversary thereof “run-off” directors and executive officers’ insurance policies, and (ii) the Company’s existing fiduciary officers liability insurance policies (collectively the “Tail Insurance”), for with a claims reporting or discovery period of at least six years from coverage amount and after the Effective Times from an insurance company or companies with the same or better credit rating from AM Best Company as other terms and conditions comparable to the Company’s current insurance companies on its existing directors’, officers’ directors and trustees’ insurance policies and fiduciary officers liability insurance policies, with terms, conditions, retentions policy covering the trustees and limits officers of liability that are at least as favorable as such existing policies, the Company with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, or any matter claimed against a director, trustee or officer of the Company solely by reason of their serving in service as such capacity, that existed or occurred at or prior to the Effective Times (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however, that in no event shall the Company expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Entity for any reason fail to obtain such “tail” insurance policies as of the Effective Times, the Surviving Entity shall obtain such policies and, pending the effectiveness of such policies, continue to maintain in effect for a period of at least six years from and after the Effective Times the Tail Insurance in place as of the date hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof, or the Surviving Entity shall, use reasonable best efforts to purchase comparable Tail Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereofTime; provided, however, that in no event shall the Surviving Entity be required to expend for such policies more than an annual premium amount in excess of 300per year equal to 175% of the current annual premiums currently paid by the Company for such insurance; and, provided further that if the annual premiums of such insurance to obtain and maintain insurance coverage exceed such amountpursuant hereto, in which case the Surviving Entity shall obtain a policy with and maintain insurance coverage on comparable terms that provides the greatest maximum coverage that is then available for a cost not exceeding 175% of such amountannual premiums. (c) The provisions of this Section 8.2 shall not be terminated or modified after the Effective Times in such a manner as to adversely affect any Indemnified Party, his or her heirs and his or her personal representatives to which this Section 8.2 applies, without the consent of such Indemnified Party, his or her heirs and his or her personal representatives. The provisions of this Section 8.2 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of Parent, the Surviving Entity and the Company. Parent agrees to pay all costs and expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party or his or her heirs or his or her personal representatives in successfully enforcing the indemnity or other obligations of Parent under this Section 8.2. The provisions of this Section 8.2 shall survive the Merger and are in addition to any other rights to which an Indemnified Party may be entitled. (d) If either In the event that Parent, the Surviving Entity or any of its their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision then the transferee shall be made so that the successors and assigns of the Surviving Entity assumes assume the obligations set forth in this Section 8.2. The parties acknowledge , which obligations are expressly intended to be for the irrevocable benefit of, and agree that Parent guarantees the payment and performance of the Surviving Entity’s obligations pursuant to this Section 8.2shall be enforceable by, each Indemnified Party covered hereby.

Indemnification of Company Officers and Trustees. (a) From and after the Effective Time, the Surviving Entity shall, and Parent shall cause the Surviving Entity to, provide exculpation and indemnification for each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director or trustee of the Company or any Company Subsidiary (the “Indemnified Parties”) which is the same as the exculpation and indemnification provided to the Indemnified Parties by the Company (including advancement of expenses, if so provided) in the Company Organizational DocumentsDocuments and the “Indemnification Agreements” (as defined in and attached as Section 3.18(e) of the Company Disclosure Letter), as in effect at the close of business on the date hereof, which exculpation and indemnification shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of individuals who were, at any time prior to the Effective TimesTime, directors, trustees, officers or employees of the Company or any Company SubsidiaryCompany; provided, that such exculpation and indemnification covers actions on or prior to the Effective TimesTime, including, without limitation, including all transactions contemplated by this Agreement. (b) Prior to the Merger Effective Time, the Company The Surviving Entity shall obtain and fully pay maintain in effect at the premium for Effective Time and continuing until the extension of (i) the Company’s existing directors’ sixth anniversary thereof “run-off” directors and executive officers’ insurance policies, and (ii) the Company’s existing fiduciary officers liability insurance policies (collectively the “Tail Insurance”), for with a claims reporting or discovery period of at least six years from coverage amount and after the Effective Times from an insurance company or companies with the same or better credit rating from AM Best Company as other terms and conditions comparable to the Company’s current insurance companies on its existing directors’, officers’ trustees and trustees’ insurance policies and fiduciary officers liability insurance policies, with terms, conditions, retentions policy covering the directors and limits officers of liability that are at least as favorable as such existing policies, the Company with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, or any matter claimed against a director, trustee or officer of the Company solely by reason of their serving in service as such capacity, that existed or occurred at or prior to the Effective Times Time (including in connection with this Agreement or the transactions or actions contemplated herebybut without any exclusion for liabilities under federal and state securities laws); provided, however, that in no event shall the Company expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Entity for any reason fail to obtain such “tail” insurance policies as of the Effective Times, the Surviving Entity shall obtain such policies and, pending the effectiveness of such policies, continue to maintain in effect for a period of at least six years from and after the Effective Times the Tail Insurance in place as of the date hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof, or the Surviving Entity shall, use reasonable best efforts to purchase comparable Tail Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof; provided, however, that in no event shall the Surviving Entity be required to expend more than $450,000 in the aggregate to obtain and maintain insurance coverage pursuant hereto for such policies an annual premium amount six-year period, in excess of 300% of the annual premiums currently paid by the Company for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, which case the Surviving Entity shall obtain a policy with and maintain insurance coverage on comparable terms that provides the greatest maximum coverage that is then available for a cost not exceeding such amountsix-year period for $450,000 in the aggregate. (c) The provisions of this Section 8.2 shall not be terminated or modified after the Effective Times in such a manner as to adversely affect any Indemnified Party, his or her heirs and his or her personal representatives to which this Section 8.2 applies, without the consent of such Indemnified Party, his or her heirs and his or her personal representatives. The provisions of this Section 8.2 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of Parent, the Surviving Entity and the Company. Parent agrees to pay all costs and expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party or his or her heirs or his or her personal representatives in successfully enforcing the indemnity or other obligations of Parent under this Section 8.2. The provisions of this Section 8.2 shall survive the Merger and are in addition to any other rights to which an Indemnified Party may be entitled. (d) If either In the event that Parent, the Surviving Entity or any of its their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision then the transferee shall be made so that the successors and assigns of the Surviving Entity assumes assume the obligations set forth in this Section 8.2. The parties acknowledge , which obligations are expressly intended to be for the irrevocable benefit of, and agree that Parent guarantees the payment and performance of the Surviving Entity’s obligations pursuant to this Section 8.2shall be enforceable by, each Indemnified Party covered hereby.

Indemnification of Company Officers and Trustees. (a) From and after the Effective Time, the Surviving Entity shall provide exculpation and indemnification for each person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director officer or trustee (or person occupying a similar position in any other entity) of the Company or any Company Subsidiary (the “"Indemnified Parties”") which is the same as the exculpation and indemnification provided to the Indemnified Parties by the Company (including advancement of expenses, if so provided) in the Company Organizational Documents, as in effect at the close of business on the date hereof, which exculpation and indemnification shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of individuals who were, at any time prior to the Effective Times, directorsTime, trustees, officers or employees of the Company or any Company SubsidiaryCompany; provided, that such exculpation and indemnification covers actions on or prior to the Effective TimesTime, including, without limitation, all transactions contemplated by this Agreement. (b) Prior to the Merger Effective Time, the Company The Surviving Entity shall obtain and fully pay maintain in effect at the premium for Effective Time and continuing until the extension of (i) sixth anniversary thereof "run-off" directors and officers liability insurance with a coverage amount and other terms and conditions comparable to the Company’s existing directors’ 's current directors and executive officers’ insurance policies, and (ii) the Company’s existing fiduciary officers liability insurance policies (collectively policy covering the “Tail Insurance”), for a claims reporting or discovery period trustees and officers of at least six years from and after the Effective Times from an insurance company or companies with the same or better credit rating from AM Best Company as the Company’s current insurance companies on its existing directors’, officers’ and trustees’ insurance policies and fiduciary liability insurance policies, with terms, conditions, retentions and limits of liability that are at least as favorable as such existing policies, with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty, or any matter claimed against a director, trustee or officer of the Company solely by reason of their serving in service as such capacity, that existed or occurred at or prior to the Effective Times (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however, that in no event shall the Company expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Entity for any reason fail to obtain such “tail” insurance policies as of the Effective Times, the Surviving Entity shall obtain such policies and, pending the effectiveness of such policies, continue to maintain in effect for a period of at least six years from and after the Effective Times the Tail Insurance in place as of the date hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof, or the Surviving Entity shall, use reasonable best efforts to purchase comparable Tail Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereofTime; provided, however, that in no event shall the Surviving Entity be required to expend for such policies more than an annual premium amount in excess of 300per year equal to 175% of the current annual premiums currently paid by the Company for such insurance; and, provided further that if the annual premiums of such insurance to obtain and maintain insurance coverage exceed such amountpursuant hereto, in which case the Surviving Entity shall obtain a policy with and maintain insurance coverage on comparable terms that provides the greatest maximum coverage that is then available for a cost not exceeding 175% of such amountannual premiums. (c) The provisions of this Section 8.2 shall not be terminated or modified after the Effective Times in such a manner as to adversely affect any Indemnified Party, his or her heirs and his or her personal representatives to which this Section 8.2 applies, without the consent of such Indemnified Party, his or her heirs and his or her personal representatives. The provisions of this Section 8.2 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of Parent, the Surviving Entity and the Company. Parent agrees to pay all costs and expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party or his or her heirs or his or her personal representatives in successfully enforcing the indemnity or other obligations of Parent under this Section 8.2. The provisions of this Section 8.2 shall survive the Merger and are in addition to any other rights to which an Indemnified Party may be entitled. (d) If either In the event that Parent, the Surviving Entity or any of its their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision then the transferee shall be made so that the successors and assigns of the Surviving Entity assumes assume the obligations set forth in this Section 8.2. The parties acknowledge , which obligations are expressly intended to be for the irrevocable benefit of, and agree that Parent guarantees the payment and performance of the Surviving Entity’s obligations pursuant to this Section 8.2shall be enforceable by, each Indemnified Party covered hereby.