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

Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time, the Surviving Entity shall, and Buyer shall cause the Surviving Entity to, and Buyer and the Surviving Entity shall cause the Subsidiaries of the Company to, fulfill their obligations to (including any obligations to indemnify and provide reimbursement of expenses with respect to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger)) each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or manager of any of the Company or any of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”), pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements (the “D&O Indemnification Agreements”) between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 6.4(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Buyer and Surviving Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release Company Indemnitee who is also an officer, manager or director of the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement. For a period of six (6) years after the Closing and at all times subject to applicable Law, Buyer shall not (and shall not cause or permit any Acquired Company or any of Buyer’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the Company Indemnitees, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the Charter Documents or the D&O Indemnification Agreements.

Indemnification of Directors and Officers of the Company. (a) During Parent and Surviving Corporation agree that all rights to indemnification or exculpation now existing in favor of the period ending six (6) years after the Effective Timeemployee, the Surviving Entity shallagents, and Buyer shall cause the Surviving Entity to, and Buyer and the Surviving Entity shall cause the Subsidiaries directors or officers of the Company to, fulfill their obligations to (including any obligations to indemnify and provide reimbursement of expenses with respect to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger)) each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or manager of any of the Company or any of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”), pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements (the “D&O Indemnification AgreementsIndemnified Parties”) between as provided in the Company or any Certificate of its Subsidiaries Incorporation and such Company Indemnitees set forth on Section 6.4(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Buyer and Surviving Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) By-Laws shall be subject to any limitation imposed included in the Surviving Company’s Certificate of Incorporation and by-laws, except as otherwise prohibited by applicable Law, the terms of the Charter Documents or the terms of the applicable and shall, together with any and all indemnification agreement and (ii) shall not be deemed to release Company Indemnitee who is also an officer, manager or director of agreements between the Company and any Company Indemnified Parties in existence on the date hereof, continue in full force and effect for any claims relating to any act or any of its Subsidiaries from his or her obligations pursuant omission occurring prior to this Agreement or any Related Agreement. For the Effective Time for a period of six (6) years from and after the Closing Date, assuming the consummation of the Merger; provided, however, that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification or exculpation in respect of any such claim or claims shall continue until disposition of any all such claims; provided further that Parent will cause the Surviving Company to fulfill and at all times subject honor the obligations of the Surviving Company under this Section 4.14. Any determination required to applicable Law, Buyer shall not (and shall not cause or permit any Acquired be made with respect to whether a Company or any of BuyerIndemnified Party’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to conduct complies with the Company Indemnitees, or to the beneficiaries thereof, the exculpation and indemnification provisions standards set forth in the Charter Documents Surviving Company’s Certificate of Incorporation and by-laws or otherwise shall be made by independent counsel selected by the Surviving Company reasonably satisfactory to the Company Indemnified Party (or in the case of such indemnification agreements “Independent Counsel” (as such term is defined therein)) (“Independent Counsel”). Such Independent Counsel’s determination shall be final and binding on Parent, the Surviving Company and the Company Indemnified Party, and the fees and expenses of such Independent Counsel shall be paid by the Surviving Company. Prior to the Closing, the Company shall purchase, at its sole cost and expense, a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which contains coverage terms comparable to those applicable to the current directors and officers of the Company (the “Company D&O Indemnification AgreementsTail Policy”). If the Merger is consummated, then Parent will not cancel the Company D&O Tail Policy during its term and will reasonably cooperate with any covered persons in making claims for coverage against the insurer thereunder. Nothing in this Section 4.14 shall be construed to limit any right that Parent would otherwise have to obtain indemnification pursuant to Article 6 in connection with any matter underlying any claim for indemnification by any of the Company Indemnified Parties. The provisions of this Section 4.14 are intended to be for the benefit of, and shall be enforceable by, each of the Company Indemnified Parties.

Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time, the Surviving Entity Corporation or its successors shall, and or Buyer shall cause the Surviving Entity toCorporation, and Buyer and the Surviving Entity shall cause the Subsidiaries of the Company its Subsidiaries, or their respective successors to, fulfill their obligations to (including any obligations to indemnify or exculpate and provide reimbursement of advance expenses with respect to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement present and the consummation former members of the Merger)) board of directors, present and former managers and present and former officers, in each Person who is nowcase, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or manager of any of the Company or any and each of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”)) to the maximum extent permitted by Law, pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements (the “D&O Indemnification Agreements”) between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 6.4(a5.3(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Buyer and the Surviving Entity Corporation or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents or the terms of the applicable indemnification agreement agreement, and (ii) shall not be deemed to release any Company Indemnitee who is also an officer, manager or director of the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement. For The indemnification, liability limitation, exculpation or advancement of expenses provisions of the Company and its Subsidiaries’ Charter Documents shall not be amended, repealed or otherwise modified for a period of six (6) years from and after the Closing and Date in any manner that would adversely affect the rights thereunder of the Company Indemnitees who, as of the Closing or at all times subject any time prior to applicable Lawthe Closing, were directors, officers or managers of the Company or its Subsidiaries. Neither Buyer shall not (and shall not cause or permit nor any Acquired Company shall settle, compromise or consent to the entry of any of Buyer’s other Subsidiaries or Affiliates to) amend or modify judgment in any way adverse to the Company Indemniteesactual or threatened Legal Proceeding in respect of which indemnification has been or could be sought by a Person hereunder unless such settlement, compromise or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the Charter Documents or the D&O Indemnification Agreementsjudgment includes an unconditional release of such Person from all Liability arising out of such Legal Proceeding.

Indemnification of Directors and Officers of the Company. (a1) During The Directors, Secretary and other Officers (such term to include, for the period ending six (6) years after the Effective Timepurposes of Bye-laws 31 and 32, the Surviving Entity shall, and Buyer shall cause the Surviving Entity to, and Buyer and the Surviving Entity shall cause the Subsidiaries of the Company to, fulfill their obligations to (including any obligations to indemnify and provide reimbursement of expenses with respect person appointed to any matter existing or occurring, or any acts or omissions occurring, at or prior to committee by the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement Board) and the consummation of the Merger)) each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or manager of any employees and agents of the Company or any Subsidiary of its Subsidiaries the Company (such directorseach an “Indemnified Entity”) who has acted or is acting in relation to any of the affairs of an Indemnified Entity, managers and officers being herein called the liquidator or trustees (if any) who has acted or is acting in relation to any of the affairs of an Indemnified Entity, and every one of them, and their heirs, executors and administrators (each an “Company IndemniteesIndemnified Person”), pursuant to the terms shall be indemnified and secured harmless out of the Charter Documents as in effect on the Agreement Date and any indemnification agreements (the “D&O Indemnification Agreements”) between assets of the Company from and against all liabilities, actions, costs, charges, losses, damages and expenses (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) which they or any of its Subsidiaries and such Company Indemnitees set forth on Section 6.4(athem, shall or may incur or sustain by or by reason of any act done, conceived in, concurred in or omitted (actual or alleged) in the conduct of the Company Disclosure Schedule (such obligationsIndemnified Entity’s business or in or about the execution of their duty, collectivelyor supposed duty, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Buyer and Surviving Entity or in their respective successors in respect offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the D&O Indemnifiable Matters (i) others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to an Indemnified Entity shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to an Indemnified Entity shall be subject placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts and the indemnity contained in this Bye-law shall extend to any limitation imposed by applicable LawDirector, Secretary or other Officer acting in any office or trust on the terms of the Charter Documents reasonable belief that he has been appointed or the terms of the applicable indemnification agreement and (ii) elected to such office or trust notwithstanding any defect to such appointment or election, or in relation thereto, provided, that, this indemnity shall not be deemed extend to release Company Indemnitee who is also an officer, manager or director of any matter prohibited by the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement. For a period of six (6) years after the Closing and at all times subject to applicable Law, Buyer shall not (and shall not cause or permit any Acquired Company or any of Buyer’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the Company Indemnitees, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the Charter Documents or the D&O Indemnification AgreementsAct.