Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. (a) Purchaser agrees that all rights to indemnification for acts or omissions occurring prior to the Offer Closing Date existing as of the date hereof in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Offer Closing Date. Parent shall cause to be maintained for a period of six years from the Offer Closing Date the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that Parent may substitute therefor policies or financial guarantees with reputable and financially sound carriers or other obligors of at least the same coverage and amounts containing terms and conditions which are no less advantageous) to the extent that such insurance policies provide coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement, so long as the aggregate amount to be paid by the Company after the date of this Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess of $350,000 and $150,000, respectively. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectively, on terms and conditions no less advantageous than the existing D&O Insurance and the existing Fiduciary Insurance, respectively.

Indemnification of Directors and Officers. (a) Purchaser agrees Parent and Newco agree that all rights to indemnification for acts or omissions occurring prior to existing in favor of, and all exculpations and limitations of the Offer Closing Date existing personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof in favor of with respect to matters occurring at or prior to the current or former directors or officers of Effective Time, including the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall survive the Merger and Merger, shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from after the Offer Closing Date. Effective Time, and Parent shall cause the Surviving Corporation to be maintained for honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of six years from the Offer Closing Date the Company's current such Claim, and (ii) Parent and Newco shall acquire “tail” directors' ’ and officers' ’ liability insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that Parent may substitute therefor policies or financial guarantees with reputable and financially sound carriers or other obligors of at least the same coverage and amounts containing terms and conditions which are no less advantageous) to the extent that such insurance policies provide coverage for events effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time for all persons who Time, including the Merger, and with terms that are directors no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers of officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Company on the date of this AgreementEffective Time; provided, so long as however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate amount to be paid by the Company after the date of this Agreement for such D&O Insurance “tail” directors’ and Fiduciary Insurance during such six-year period would not be in excess of $350,000 officers’ liability insurance and $150,000, respectively. If, during such six-year period, fiduciary insurance policies and if such insurance coverage with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained at all for aggregate premiums of $100,000 or can less, then Parent shall only be obtained obligated to obtain such insurance coverage on such terms and for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent shall use all reasonable efforts to cause to be obtained such duration as much D&O Insurance and Fiduciary Insurance as reasonably can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectively, on terms and conditions no less advantageous than the existing D&O Insurance and the existing Fiduciary Insurance, respectively100,000.

Indemnification of Directors and Officers. (a) Purchaser Newco agrees that all rights to indemnification for acts or omissions occurring prior to or upon the Offer Closing Date Effective Time existing as of the date hereof of the Original Agreement in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates the certificate of incorporation or bylaws or indemnification agreements of the Company shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Offer Closing DateEffective Time, it being understood that during such six year period, the Surviving Corporation may make modifications or amendments to its Certificate of Incorporation or Bylaws so long as the rights of such current and former directors or officers under such documents are not adversely affected with respect to matters existing or occurring prior to or upon the Effective Time. Parent Newco shall cause to be maintained maintained, if commercially available, for a period of six years from the Offer Closing Date Effective Time the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that Parent Newco may substitute therefor therefor, at its election, policies or financial guarantees with reputable and financially sound the same carriers or other obligors of substantially equal or better financial standing as insure Newco's directors and officers of at least the same coverage and amounts containing terms and conditions which are no less advantageoussubstantially similar to the existing D&O Insurance or which are the same as those applicable to Newco's directors or officers) to the extent that such insurance policies provide coverage for events occurring prior to or upon the Effective Time for all persons who are directors and officers of the Company on the date of this the Original Agreement, so long as the aggregate amount annual premium to be paid by the Company after the date of this the Original Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess exceed 200% of $350,000 and $150,000, respectivelythe current annual premium. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000200% of the current annual premium therefor, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent Newco shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by equal to 200% of the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectivelycurrent annual premium therefor, on terms and conditions no less advantageous than substantially similar to the existing D&O Insurance and the existing Fiduciary Insurance, respectively.

Indemnification of Directors and Officers. (a) ------------------------------------------ Purchaser agrees that all rights to indemnification for acts or omissions occurring prior to the Offer Closing Date existing as of the date hereof Effective Time in favor of the current or former directors directors, officers or officers employees of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Offer Closing DateEffective Time. Parent shall cause to be maintained for a period of six years from the Offer Closing Date Effective Time the Company's current directors', officers' and officersemployees' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance ------------- policy (the "Fiduciary Insurance") (provided that Parent may substitute therefor ------------------- -------- policies or financial guarantees with reputable and financially sound carriers or other obligors of at least the same coverage and amounts containing terms and conditions which are no less advantageous) to the extent that such insurance policies provide coverage for events occurring prior to the Effective Time for all persons who are directors and directors, officers or employees of the Company on or prior to the date of this Agreement, so long as the aggregate amount per annum to be paid by the Company after the date of this Agreement for such D&O Insurance and Fiduciary Insurance during is not greater than 200% of the current annual premiums paid by the Company for such insurance. Parent may cause to be obtained D&O Insurance and Fiduciary Insurance that satisfies the foregoing pursuant to which premiums are paid for the entire six-year period would not be in excess or, if applicable, for the remainder of $350,000 and $150,000, respectivelysuch period. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insuranceper annum limit described above, Parent shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectively, such limit on terms and conditions no less advantageous than the existing D&O Insurance and the existing Fiduciary Insurance, respectively.

Indemnification of Directors and Officers. (a) Purchaser Acquiror agrees that all rights to indemnification for acts or omissions occurring prior to exculpation now existing in favor of the Offer Closing Date existing directors, officers, employees and agents of SCB or SC Bank as provided in their respective articles of incorporation, bylaws, indemnification agreements or otherwise in effect as of the date hereof in favor of with respect to matters occurring prior to the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws Effective Time, shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from following the Offer Closing DateEffective Time; PROVIDED, HOWEVER, that in no event shall Acquiror be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 7.4(a), any amount for such six year period in excess of 200% of the amount of the annual premiums paid as of the date hereof by SCB for such insurance (the "MAXIMUM AMOUNT"). Parent If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Acquiror shall cause use reasonable best efforts to be maintained for a period maintain the most advantageous policies of six years from the Offer Closing Date the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that Parent may substitute therefor policies or financial guarantees with reputable and financially sound carriers or other obligors of at least the same coverage and amounts containing terms and conditions which are no less advantageous) obtainable for a premium equal to the Maximum Amount. Acquiror further agrees that, during such six year period, to the greatest extent that such insurance policies provide coverage for events occurring permitted by applicable law, regulations and their respective organizational documents or bylaws as in effect of the date hereof, they shall indemnify, defend and hold harmless individuals who were officers and directors of SCB or SC Bank as of the date hereof or immediately prior to the Effective Time (collectively, the "INDEMNIFIED PARTIES") for all persons who are directors and officers any claim or loss arising out of the Company on the date of their actions while a director or officer, including any acts relating to this Agreement, so long and shall pay, as and when incurred, the aggregate amount expenses, including attorneys' fees, of such individuals in advance of the final resolution of any claim, provided such individuals shall first execute an undertaking acceptable to be paid by the Company after the date of this Agreement for Acquiror to return such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess of $350,000 and $150,000, respectively. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000, advances in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of event it is finally concluded such six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) indemnification is not in excess of $350,000 and $150,000, respectively, on terms and conditions no less advantageous than the existing D&O Insurance and the existing Fiduciary Insurance, respectivelyallowed under applicable law.

Indemnification of Directors and Officers. (a) Purchaser agrees The Merger Agreement provides that all rights to indemnification for acts or omissions occurring prior to and all limitations of liability existing on the Offer Closing Date existing as date of the date hereof Merger Agreement in favor of the current or former directors directors, officers or officers employees of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall by-laws or indemnification agreements, will survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Offer Closing DateEffective Time unless otherwise required by law. In addition, Parent shall cause the Surviving Corporation to be maintained maintain for a period of six years from the Offer Closing Date Effective Time the Company's ’s current officers’ and directors' and officers' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary ’ liability insurance policy (the "Fiduciary “D&O Insurance"”) (provided that Parent may substitute therefor the current policy for a policy or policies or financial guarantees with reputable and financially sound carriers or other obligors of providing at least the same coverage and amounts containing terms and conditions which are no in the aggregate not less advantageous) advantageous to the extent that such insurance policies provide coverage for events occurring prior insured parties than the current policy). However, in no event shall Parent be required to the Effective Time for all persons who are directors and officers pay more than 200% of the Company on the date of this Agreement, so long as the aggregate current amount to be paid by the Company after company (the date of this Agreement for such D&O “Insurance and Fiduciary Insurance during such six-year period would not be in excess of $350,000 and $150,000, respectively. If, during such six-year period, Amount”) to maintain or purchase such insurance coverage cannot be obtained at all and if Parent is unable to maintain or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insuranceobtain such insurance, Parent shall use all reasonable efforts to cause to be obtained obtain as much comparable insurance as is available for the Insurance Amount. The obligations of Parent and the Surviving Corporation with respect to D&O Insurance shall be satisfied if the Company, prior to the Effective Time and Fiduciary Insurance as can be obtained for only with the remainder prior written consent of such Parent, or the Surviving Corporation after the Effective Time purchases a six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) not in excess of $350,000 and $150,000year, respectively, prepaid “tail” policy on terms and conditions no less advantageous than (including without limitation coverage amounts) that are at least as favorable in the existing aggregate as the terms and conditions as the Company’s current D&O Insurance Insurance. Parent has guaranteed the payment and performance by the existing Fiduciary Insurance, respectivelySurviving Corporation of the foregoing indemnification and other obligations.

Indemnification of Directors and Officers. (a) Purchaser Newco agrees that all rights to indemnification for acts or omissions occurring prior to or upon the Offer Closing Date Effective Time existing as of the date hereof of the Original Agreement in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates the certificate of incorporation or bylaws or indemnification agreements of the Company shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Offer Closing DateEffective Time, it being understood that during such six year period, the Surviving Corporation may make modifications or amendments to its Certificate of Incorporation or Bylaws so long as the rights of such current and former directors or officers under such documents are not adversely affected with respect to matters existing or occurring prior to or upon the Effective Time. Parent Newco shall cause to be maintained maintained, if commercially available, for a period of six years from the Offer Closing Date Effective Time the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary --- Insurance") (provided that Parent Newco may substitute therefor therefor, at its election, --------- policies or financial guarantees with reputable and financially sound the same carriers or other obligors of substantially equal or better financial standing as insure Newco's directors and officers of at least the same coverage and amounts containing terms and conditions which are no less advantageoussubstantially similar to the existing D&O Insurance or which are the same as those applicable to Newco's directors or officers) to the extent that such insurance policies provide coverage for events occurring prior to or upon the Effective Time for all persons who are directors and officers of the Company on the date of this the Original Agreement, so long as the aggregate amount annual premium to be paid by the Company after the date of this the Original Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess exceed 200% of $350,000 and $150,000, respectivelythe current annual premium. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000200% of the current annual premium therefor, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent Newco shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by equal to 200% of the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectivelycurrent annual premium therefor, on terms and conditions no less advantageous than substantially similar to the existing D&O Insurance and the existing Fiduciary Insurance, respectively.

Indemnification of Directors and Officers. (a) Purchaser agrees that all rights Parent shall cause the Surviving Corporation to indemnification maintain in effect for acts the benefit of individuals who at or omissions occurring prior to the Offer Closing Date existing as of the date hereof in favor of the current Effective Time were directors, officers or former directors or officers agents of the Company or the subsidiaries of the Company the current provisions regarding indemnification and exculpation of officers, directors and agents of the Company or any of its Subsidiaries as provided subsidiaries (including with respect to advancement expense) contained in their the respective certificates certificate of incorporation incorporation, bylaws or bylaws agreements listed on Section 2.16 of the Company Disclosure Letter in effect on the date hereof, which provisions shall survive the Merger and shall continue in full force and effect in accordance with their terms not be amended, modified or otherwise repealed for a period of six years from the Offer Closing DateEffective Time, except to make changes permitted by applicable law that would enlarge the exculpation or indemnification thereunder. Parent shall cause to be maintained maintained, if available, for a period of six years from the Offer Closing Date Effective Time the Company's current directors' and officers' insurance and indemnification policy and fiduciary liability policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that Parent may substitute therefor therefor, at its election, policies or financial guarantees with the same carriers or other reputable and financially sound carriers or other obligors of at least the same coverage and amounts containing terms and conditions which are no less advantageousadvantageous than the existing D&O Insurance) to the extent that such insurance policies provide coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement (or were prior to the date of this Agreement), so long as the aggregate amount annual premium to be paid by the Company after the date of this Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess exceed 300% of $350,000 and $150,000, respectivelythe annual premium as of the date of this Agreement. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by in excess of 300% of the Company after annual premium therefor as of the date of this Agreement) in excess of $350,000, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent shall use all reasonable best efforts to cause insurance coverage to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by equal to 300% of the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectivelycurrent annual premium therefor, on terms and conditions no less advantageous than substantially similar to the existing D&O Insurance and the existing Fiduciary Insurance, respectively.

Indemnification of Directors and Officers. (a) Purchaser Parent agrees that all rights for a period of six (6) years from and after the Effective Time, it shall cause the Surviving Corporation and its Subsidiaries to indemnification for acts or omissions occurring prior indemnify, defend and hold harmless, to the Offer Closing Date existing fullest extent permitted under applicable Law and the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, all past and present (as of the date hereof in favor of the current or former Closing Date) directors or and officers of the Company and its Subsidiaries (collectively, the “D&O Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of the Company’s Subsidiaries occurring at or prior to the Closing. Parent agrees that all rights of the D&O Indemnitees to advancement of expenses, indemnification and exculpation from liabilities for acts or omissions occurring on or prior to the Closing Date as provided in their respective certificates the certificate of incorporation or bylaws (or comparable Organizational Documents) of the Company and any of the Company’s Subsidiaries, in each case, as in effect on the date hereof, and any indemnification agreements of the Company or any of the Company’s Subsidiaries as set forth in Section 6.07(a) of the Company Disclosure Schedule, or as otherwise provided for in the Company’s or any of the Company’s Subsidiaries Organizational Documents as in effect on the date hereof, shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms for a no less than six (6) years following the Effective Time. Such rights shall not be amended or otherwise modified during such six (6) year period in any manner that would adversely affect the rights of six years from any of the Offer Closing DateD&O Indemnitees, unless such modification is required by Law or approved by each such D&O Indemnitee. Parent shall cause to be maintained In addition, for a period of six (6) years from and after the Offer Closing Date Effective Time, Parent shall cause the Company's current directors' Surviving Corporation and officers' insurance and indemnification policy (its Subsidiaries, as the "case may be, to advance, pay or reimburse any expenses of any D&O Insurance") and Indemnitee under this Section 6.07 as incurred to the current fiduciary liability insurance policy (the "Fiduciary Insurance") fullest extent permitted under applicable Law (provided that Parent may substitute therefor policies or financial guarantees with reputable and financially sound carriers or other obligors of at least that, the same coverage and amounts containing terms and conditions which person to whom expenses are no less advantageous) advanced provides an undertaking to repay such advances to the extent that such insurance policies provide coverage for events occurring prior to required by applicable Law and the Effective Time for all persons who are directors and officers Organizational Documents of the Company and its Subsidiaries as in effect on the date of this Agreement, so long as the aggregate amount to be paid by the Company after the date of this Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess of $350,000 and $150,000, respectively. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectively, on terms and conditions no less advantageous than the existing D&O Insurance and the existing Fiduciary Insurance, respectivelyhereof).

Indemnification of Directors and Officers. (a) Purchaser Newco agrees that all rights to indemnification for acts or omissions occurring prior to or upon the Offer Closing Date Effective Time existing as of the date hereof in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates the certificate of incorporation or bylaws or indemnification agreements of the Company shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Offer Closing DateEffective Time, it being understood that during such six year period, the Surviving Corporation may make modifications or amendments to its Certificate of Incorporation or Bylaws so long as the rights of such current and former directors or officers under such documents are not adversely affected with respect to matters existing or occurring prior to the Effective Time. Parent Newco shall cause to be maintained maintained, if commercially available, for a period of six years from the Offer Closing Date Effective Time the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that Parent Newco ------------- may substitute therefor therefor, at its election, policies or financial guarantees with reputable and financially sound the same carriers or other obligors of substantially equal or better financial standing as insure Newco's directors and officers of at least the same coverage and amounts containing terms and conditions which are no less advantageoussubstantially similar to the existing D&O Insurance or which are the same as those applicable to Newco's directors or officers) to the extent that such insurance policies provide coverage for events occurring prior to or upon the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement, so long as the aggregate amount annual premium to be paid by the Company after the date of this Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess exceed 200% of $350,000 and $150,000, respectivelythe current annual premium. If, during such six-six- year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000200% of the current annual premium therefor, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent Newco shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by equal to 200% of the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectivelycurrent annual premium therefor, on terms and conditions no less advantageous than substantially similar to the existing D&O Insurance and the existing Fiduciary Insurance, respectively.

Indemnification of Directors and Officers. (a) Purchaser agrees During the period ending six years after the Closing Date, Xxxxx will ensure that all rights each Company Member fulfills its obligations to indemnification the present and former members of the governing body of such Company Member and present and former officers of each Company Member (the “Indemnified D&Os”) pursuant to the terms of each Company Member’s Organizational Documents, as the case may be, as in effect on the date hereof. (b) Prior to the Closing Date, but effective as of the Closing, the Company Members shall have obtained on behalf of each Company Member a prepaid directors’ and officers’ liability insurance policy or policies which policies provide such Indemnified D&Os with coverage for acts an aggregate period of not less than six years following the Closing Date with coverage in amount and scope at least as favorable as the existing coverage for such Company Member, with respect to claims arising from facts or omissions occurring events that occurred on or before the Closing Date, including with respect to the Transaction (collectively, the “Closing D&O Policies”). The premiums, costs and related expenses for procuring such Closing D&O Policies will be paid in full by Buyer at or prior to the Offer Closing Date existing as of the date hereof in favor of the current or former directors or officers of and such Closing D&O Policies will be non-cancelable. Buyer will, and will cause the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall survive the Merger and shall continue Members to, maintain such Closing D&O Policies in full force and effect effect, and continue to honor the obligations thereunder, during the period for which they have been prepaid. In no event will Buyer be required to pay more than 250% of the current annual premium paid in accordance with their terms for respect of the Company Members’ existing directors’ and officers’ liability insurance coverage. (c) For a period of six years from the Offer Closing Date. Parent shall cause , Buyer will cause, unless otherwise required by Law, the Organizational Documents of each Company Member to be maintained for a period contain provisions no less favorable to the Indemnified D&Os with respect to limitation of six years from the Offer Closing Date the Company's current directors' liabilities of directors and officers' insurance officers and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that Parent may substitute therefor policies or financial guarantees with reputable and financially sound carriers or other obligors advancement of at least the same coverage and amounts containing terms and conditions which expenses than are no less advantageous) to the extent that such insurance policies provide coverage for events occurring set forth in their respective Organizational Documents immediately prior to the Effective Time for all persons who are directors and officers Closing (the “Charter Indemnification Provisions”), which Charter Indemnification Provisions will not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnified D&Os. (d) In the event Buyer or any Company on Member, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and will not be the date continuing or surviving 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 will be made so that such continuing or surviving entity or transferee of such assets, as the case may be, will assume all of the obligations set forth in this Section 6.4. (e) The terms and provisions of this Agreement, so long as the aggregate amount Section 6.4 are intended to be paid in addition to the rights otherwise available to the Indemnified D&Os by applicable Law, the applicable Company after Member’s Organizational Documents or other Contract, as applicable, and will operate for the date benefit of, and will be enforceable by, the Indemnified D&Os and their respective heirs and Representatives, each of whom is an intended third party beneficiary of this Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess of $350,000 and $150,000, respectively. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) in excess of $350,000, in the case of D&O Insurance, and $150,000, in the case of Fiduciary Insurance, Parent shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) not in excess of $350,000 and $150,000, respectively, on terms and conditions no less advantageous than the existing D&O Insurance and the existing Fiduciary Insurance, respectivelySection 6.4.