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 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 Purchaser (the “D&O Indemnified Persons”) as provided in their respective Governing Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaser, in each case as in effect on the 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 Closing, Purchaser shall cause the Governing Documents of 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 Agreement Date in the Governing Documents of Purchaser to the extent permitted by applicable Law. The provisions of this Section 7.16 shall survive the consummation of the 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.

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 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 Purchaser the Company (the “D&O Indemnified Persons”) as provided in their respective Governing Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaserthe Company, in each case as in effect on the Agreement 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 ClosingEffective Time, Purchaser shall cause the Governing Organizational Documents of 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 date of this Agreement Date in the Governing Organizational Documents of Purchaser the Company to the extent permitted by applicable Law. The provisions of this Section 7.16 shall survive the consummation of the transactions contemplated by this Agreement 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.

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 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 Purchaser (the “D&O Indemnified Persons”) as provided in their respective Governing Documents Organizational Documents, or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaserthe applicable Party, in each case as in effect on the Agreement 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 ClosingEffective Time, Purchaser Pubco shall cause the Governing Organizational Documents of Purchaser the Surviving Entity and the Company 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 date of this Agreement Date in the Governing Organizational Documents of Purchaser the applicable Party to the extent permitted by applicable Law. The provisions of this Section 7.16 shall survive the consummation of the transactions contemplated by this Agreement 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.

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 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 Purchaser (the “D&O Indemnified Persons”) as provided in their respective Governing Purchaser’s Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaser, in each case as in effect on the Agreement 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 ClosingEffective Time, Purchaser Pubco shall cause the Governing Organizational Documents of 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 date of this Agreement Date in the Governing Organizational Documents of Purchaser to the extent permitted by applicable Law. The provisions of this Section 7.16 8.15 shall survive the consummation of the transactions contemplated by this Agreement 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.

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 the 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 Purchaser the SPAC (the “D&O Indemnified Persons”) as provided in their respective Governing its Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaserthe SPAC, in each case as in effect on the Agreement 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 ClosingEffective Time, Purchaser the Company shall cause the Governing Organizational Documents of Purchaser and 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 date of this Agreement Date in the Governing Organizational Documents of Purchaser the Company and Merger Sub to the extent permitted by applicable Law. The provisions of this Section 7.16 6.19 shall survive the consummation of the transactions contemplated by this Agreement 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.

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 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 Purchaser Perception and BGHL (the “D&O Indemnified Persons”) as provided in their respective Governing Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaser, Perception or BGHL in each case as in effect on the Agreement 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 ClosingMerger Effective Time, Purchaser Perception shall cause the Governing Organizational Documents of Purchaser and the Company 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 Agreement Signing Date in the Governing Organizational Documents of Purchaser Perception to the extent permitted by applicable Law. The provisions of this Section 7.16 7.17 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 the 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 Purchaser the Company (the “D&O Indemnified Persons”) as provided in their respective Governing Organizational Documents or under any indemnification, employment or other similar agreements Contracts between any D&O Indemnified Person and Purchaserthe Company, in each case as in effect on the 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 ClosingClosing Date, the Purchaser shall cause the Governing Organizational Documents of the 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 Agreement Date in the Governing Organizational Documents of Purchaser the Company to the extent permitted by applicable Law. The provisions of this Section 7.16 6.14(a) shall survive the consummation of the transactions contemplated by this Agreement 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.. 37

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 the 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 Purchaser the Company (the “D&O Indemnified Persons”) as provided in their respective Governing Organizational Documents or under any indemnification, employment or other similar agreements Contracts between any D&O Indemnified Person and Purchaserthe Company, in each case as in effect on the 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 ClosingClosing Date, the Purchaser shall cause the Governing Organizational Documents of the 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 Agreement Date in the Governing Organizational Documents of Purchaser the Company to the extent permitted by applicable Law. The provisions of this Section 7.16 6.14(a) shall survive the consummation of the transactions contemplated by this Agreement 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.

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 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 Purchaser Perception and BGHL (the “D&O Indemnified Persons”) as provided in their respective Governing Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaser, Perception or BGHL in each case as in effect on the Agreement 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 ClosingBlue Merger Effective Time, Purchaser Perception shall cause the Governing Organizational Documents of Purchaser and the Company 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 Agreement Signing Date in the Governing Organizational Documents of Purchaser Perception to the extent permitted by applicable Law. The provisions of this Section 7.16 7.17 shall survive the consummation of the transactions contemplated by this Agreement 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.