Common use of INDEMNIFICATION OF DIRECTORS AND OFFICERS; DIRECTORS & OFFICERS INSURANCE Clause in Contracts

INDEMNIFICATION OF DIRECTORS AND OFFICERS; DIRECTORS & OFFICERS INSURANCE. (a) From and after the Effective Time, Acquiror will fulfill and honor and will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (b) For a period of six years after the Effective Time, Acquiror will maintain or cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those Persons who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Company's present directors' and officers' liability insurance policy; PROVIDED, HOWEVER, that in no event will Acquiror or the Surviving Corporation be required to expend in excess of 150% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 150% of such annual premium). (c) The provisions of this Section 7.10 are intended to be for the benefit of, and will be enforceable by, each Person entitled to indemnification hereunder and the heirs and representatives of such Person. Acquiror will not permit the Surviving Corporation to merge or consolidate with any other Person unless the Surviving Corporation will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 7.10.

INDEMNIFICATION OF DIRECTORS AND OFFICERS; DIRECTORS & OFFICERS INSURANCE. (a) From and after the Effective Time, Acquiror will fulfill and honor and will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (b) For a period of six years after the Effective Time, Acquiror will maintain or cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those Persons who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Company's present directors' and officers' liability insurance policy; PROVIDEDprovided, HOWEVERhowever, that in no event will Acquiror or the Surviving Corporation be required to expend in excess of 150% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 150% of such annual premium). (c) The provisions of this Section 7.10 are intended to be for the benefit of, and will be enforceable by, each Person entitled to indemnification hereunder and the heirs and representatives of such Person. Acquiror will not permit the Surviving Corporation to merge or consolidate with any other Person unless the Surviving Corporation will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 7.10.

INDEMNIFICATION OF DIRECTORS AND OFFICERS; DIRECTORS & OFFICERS INSURANCE. (a) From and after the Effective Time, Acquiror will fulfill and honor and Macromedia will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company Andromedia pursuant to any indemnification agreements between the Company Andromedia and its directors and officers as of or prior to the date hereof (or indemnification agreements in the CompanyAndromedia's customary form for directors joining the CompanyAndromedia's Board of Directors prior to the Effective Time) and any indemnification provisions under the CompanyAndromedia's certificate articles of incorporation or bylaws as in effect immediately prior to the Effective Time. (b) For a period of six three years after the Effective Time, Acquiror Macromedia will maintain or cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those Persons persons who, as of immediately prior to the Effective Time, are were scheduled to be covered by the CompanyAndromedia's directors' and officers' liability insurance policy (the "Insured PartiesINSURED PARTIES") pursuant to the written insurance quote (the "QUOTE") delivered to Macromedia prior to the date hereof on terms no less as favorable to the Insured Parties than those of the Company's present directors' and officers' liability insurance policy; PROVIDED, HOWEVER, that in no event will Acquiror or the Surviving Corporation as can be required to expend in excess of provided by expending 150% of the $300,000 annual premium currently paid contemplated by the Company Quote for such coverage (or such coverage as is available for 150% of such annual premium)coverage. (c) The provisions of this Section 7.10 5.7 are intended to be for the benefit of, and will be enforceable by, each Person Insured Party entitled to indemnification hereunder and the heirs and representatives of such PersonInsured Party. Acquiror Macromedia will not permit the Surviving Corporation to merge or consolidate with any other Person entity unless the Surviving Corporation will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 7.105.7.