Common use of Indemnification of Directors and Officers; Tail Insurance Clause in Contracts

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Parties and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Perception and BGHL (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Perception or BGHL in each case as in effect on the Signing Date, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Merger Effective Time, Perception shall cause the Organizational Documents of Perception to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Date in the Organizational Documents of Perception to the extent permitted by applicable Law. The provisions of this Section 7.17 shall survive the consummation of the Contemplated transactions and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Parties SPAC and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Perception and BGHL the SPAC (the “D&O Indemnified Persons”) as provided in their respective its Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Perception or BGHL the SPAC, in each case as in effect on the Signing Datedate of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Merger Effective Time, Perception the Company shall cause the Organizational Documents of Perception the Company and Merger Sub to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Date date of this Agreement in the Organizational Documents of Perception the Company and Merger Sub to the extent permitted by applicable Law. The provisions of this Section 7.17 6.19 shall survive the consummation of the Contemplated transactions SPAC Continuance and the Amalgamation and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Parties each Target Company and Purchaser and each Person who served as a director, officer, member, member trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Perception and BGHL Purchaser (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents Documents, or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Perception or BGHL the applicable Party, in each case as in effect on the Signing Datedate of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Merger Effective Time, Perception Pubco shall cause the Organizational Documents of Perception the Surviving Entity and Pubco to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Date date of this Agreement in the Organizational Documents of Perception the applicable Party to the extent permitted by applicable Law. The provisions of this Section 7.17 7.16 shall survive the consummation of the Contemplated transactions Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Parties Purchaser and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Perception and BGHL Purchaser (the “D&O Indemnified Persons”) as provided in their respective Organizational Governing Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Perception or BGHL Purchaser, in each case as in effect on the Signing Agreement Date, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Merger Effective TimeClosing, Perception Purchaser shall cause the Organizational Governing Documents of Perception Purchaser and the Company to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Agreement Date in the Organizational Governing Documents of Perception Purchaser to the extent permitted by applicable Law. The provisions of this Section 7.17 7.16 shall survive the consummation of the Contemplated transactions contemplated by this Agreement and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of Purchaser or the Parties Company and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Perception and BGHL the Company (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Perception or BGHL the Company, in each case as in effect on the Signing Datedate of this Agreement, shall survive the Closing End Date and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Merger Effective Time, Perception Purchaser shall cause the Organizational Documents of Perception Purchaser to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Date date of this Agreement in the Organizational Documents of Perception the Company to the extent permitted by applicable Law. The provisions of this Section 7.17 7.16 shall survive the consummation of the Contemplated transactions End Date and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Parties and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Perception and BGHL (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Perception or BGHL in each case as in effect on the Signing Date, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Blue Merger Effective Time, Perception shall cause the Organizational Documents of New Perception to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Date in the Organizational Documents of Perception to the extent permitted by applicable Law. The provisions of this Section 7.17 shall survive the consummation of the Contemplated transactions Transactions and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Parties Purchaser and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Perception and BGHL Purchaser (the “D&O Indemnified Persons”) as provided in their respective Purchaser’s Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Perception or BGHL Purchaser, in each case as in effect on the Signing Datedate of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Merger Effective Time, Perception Pubco shall cause the Organizational Documents of Perception Purchaser to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Signing Date date of this Agreement in the Organizational Documents of Perception Purchaser to the extent permitted by applicable Law. The provisions of this Section 7.17 8.15 shall survive the consummation of the Contemplated transactions Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17.