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

Indemnification of Officers and Directors of the Company. (a) Subject to any limitations imposed from time to time under Applicable Law, for a period of [*] from and after the Effective Time, Parent shall cause the Surviving Corporation to indemnify (including the advancement of expenses) and hold harmless all past and present officers and directors of the Company to the same extent such individuals are entitled to indemnification by the Company pursuant to the Company Organizational Documents, employment agreements and/or indemnification agreements identified in Section 6.7 of the Company Disclosure Schedule, each as in effect as of the date of this Agreement, for any costs or expenses (including attorneys’ fees and expenses), judgments, fines, Losses, claims, settlements, damages or Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions of such individuals in [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended their capacities as directors or officers of the Company that occurred at or prior to the Effective Time. If the “tail policy” referred to in the following sentence is not commercially available, Parent shall cause to be maintained in effect for not less than [*] after the Effective Time any policy of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring prior to the Effective Time (the “Current Policies”); provided, however, that Parent may substitute therefor policies of insurance providing for substantially the same coverage as the Current Policies containing terms and conditions no less favorable in the aggregate to any person covered by such Current Policies than the terms and conditions of the Current Policies. Notwithstanding anything to the contrary in this Section 6.7(a), Parent shall not be required to pay in any year, an annual premium in excess of [*] of the last annual premium paid by the Company for the Current Policies. The Company shall purchase (if commercially available) a [*] prepaid “tail policy” for any policy of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring prior to the Effective Time, which shall provide such directors and officers with coverage of not less than the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, such insurance policy. This Section 6.7 shall survive the consummation of the Merger, and is intended to be for the benefit of, and shall be enforceable by, all past and present officers and directors of the Company, their respective heirs and personal representatives and shall be binding upon Parent and the Surviving Corporation. The obligations of Parent and the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.7 applies without the express written consent of such affected indemnitee.

Indemnification of Officers and Directors of the Company. If the Closing occurs, Parent shall cause all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of any of the Group Companies (a) Subject collectively, the “Company Indemnitees”), as provided in the Organizational Documents of the applicable Group Company, to any limitations imposed from time to time under Applicable Law, for a period survive the consummation of [*] from the transactions contemplated hereby and continue in full force and effect and be honored by the Surviving Company and Parent after the Closing. After the Effective Time, Parent shall cause and the Surviving Corporation to indemnify (including Company shall maintain in effect the exculpation, indemnification and advancement of expensesexpenses provisions of (i) and hold harmless all past and present officers and directors the Surviving Company’s certificate of the Company to the same extent such individuals are entitled to indemnification by the Company pursuant to the Company Organizational Documents, employment agreements and/or indemnification agreements identified in Section 6.7 of the Company Disclosure Schedule, each incorporation as in effect as of the date of this Agreement, for any costs or expenses (including attorneys’ fees and expenses), judgments, fines, Losses, claims, settlements, damages or Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions of such individuals in [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended their capacities as directors or officers of the Company that occurred at or prior to the Effective Time. If the “tail policy” referred to in the following sentence is not commercially available, Parent shall cause to be maintained in effect for not less than [*] immediately after the Effective Time any policy (the form of directors’ and officers’ liability insurance maintained by which is attached hereto as Exhibit B), (ii) the Company Surviving Company’s by-laws as of in effect immediately after the Effective Time with respect to matters occurring (the form of which is attached hereto as Exhibit C), (iii) any certificate of incorporation, by-laws or similar organizational documents of each other Group Company as in effect immediately prior to the Effective Time and (the “Current Policies”); providediv) any indemnification agreements of any Group Company with any of their respective directors, however, that Parent may substitute therefor policies of insurance providing for substantially the same coverage officers or employees as the Current Policies containing terms and conditions no less favorable in the aggregate to any person covered by such Current Policies than the terms and conditions of the Current Policies. Notwithstanding anything to the contrary in this Section 6.7(a), Parent shall not be required to pay in any year, an annual premium in excess of [*] of the last annual premium paid by the Company for the Current Policies. The Company shall purchase (if commercially available) a [*] prepaid “tail policy” for any policy of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring effect immediately prior to the Effective Time, which and in each case of clauses (i), (ii), (iii) and (iv) shall provide not amend, repeal or otherwise modify any such directors and provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers with coverage or employees of not less than the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, such insurance policy. This Section 6.7 shall survive the consummation of the Merger, and is intended to be for the benefit of, and shall be enforceable by, all past and present officers and directors of the any Group Company, their respective heirs and personal representatives and shall be binding upon Parent and the Surviving Corporation. The obligations of Parent and the Surviving Corporation Company under this Section 6.7 9.01 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Company Indemnitee to whom this Section 6.7 9.01 applies without the express written consent of such affected indemniteeCompany Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 9.01 applies shall be intended third party beneficiaries of this Section 9.01). If the Closing occurs, Parent shall cause the Surviving Company to pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 9.01.

Indemnification of Officers and Directors of the Company. (aParent agrees that all rights to indemnification, expense advancement and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company pursuant to the indemnification agreements or arrangements of the Company listed in Part 2.10(a)(vii) Subject to of the Company Disclosure Schedule shall survive the Merger and shall continue in full force and effect in accordance with their terms. The Surviving Corporation shall cooperate in the defense of any limitations imposed from time to time under Applicable Law, for a period of [*] from such matter. From and after the Effective Time, Parent shall cause the Surviving Corporation to indemnify (including the advancement of expenses) indemnify, defend and hold harmless all past harmless, to the fullest extent permitted by the DGCL and other applicable laws, the present and former officers and directors of the Company to the same extent in their capacities as such individuals are entitled to indemnification by the Company pursuant to the Company Organizational Documentsagainst all losses, employment agreements and/or indemnification agreements identified in Section 6.7 of the Company Disclosure Schedule, each as in effect as of the date of this Agreement, for any costs or expenses (including attorneys’ fees and expenses), judgments, fines, Losses, claims, settlements, damages or Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, liabilities arising out of or pertaining to acts actions or omissions of such individuals in [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended their capacities as directors occurring on or officers of the Company that occurred at or prior to the Effective Time. If the “tail policy” referred to in the following sentence is not commercially available, Parent shall cause to be maintained in effect for not less than [*] after the Effective Time any policy of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring prior to the Effective Time (including, without limitation, actions or omissions relating to the “Current Policies”transactions contemplated hereby); provided. Notwithstanding this Section 9.11, howeverneither the Parent nor the Surviving Corporation is liable to indemnify, defend and hold harmless, the present and former officers and directors of the Company in their capacities as such against any losses, expenses, claims, damages or liabilities arising out of actions or omissions arising from this Merger Agreement (including, without limitation, actions or omissions relating to board of director’s approval of the transactions contemplated hereby). In the event that Parent may substitute therefor policies the Surviving Corporation or any of insurance providing for its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially the same coverage as the Current Policies containing terms all of its properties and conditions no less favorable in the aggregate assets to any person covered by Person, then, and in each such Current Policies than case, proper provision will be made so that the terms successors and conditions assigns of the Current Policies. Notwithstanding anything to Surviving Corporation will assume the contrary obligations thereof set forth in this Section 6.7(a), Parent shall not be required to pay in any year, an annual premium in excess 9.11 The provisions of [*] of the last annual premium paid by the Company for the Current Policies. The Company shall purchase (if commercially available) a [*] prepaid “tail policy” for any policy of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring prior to the Effective Time, which shall provide such directors and officers with coverage of not less than the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, such insurance policy. This this Section 6.7 shall survive the consummation of the Merger, and is 9.11 are intended to be for the benefit of, and shall will be enforceable by, all past and present officers and directors of the Companyeach indemnified party, their respective his or her heirs and personal his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. Parent shall be binding upon Parent and the Surviving Corporation. The obligations of Parent and cause the Surviving Corporation or any successor thereto to comply with its obligations under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.7 applies without the express written consent of such affected indemnitee9.11.

Indemnification of Officers and Directors of the Company. (a) Subject to any limitations imposed from time to time under Applicable Law, for a period of [*] from a)From and after the Effective Time, Parent Purchaser shall and shall cause the Surviving Corporation to indemnify (including fulfill and honor in all respects the advancement obligations of expenses) and hold harmless all past and present officers and directors of the Company to the same extent such individuals are entitled to indemnification by the Company pursuant to any indemnification provisions under the articles of incorporation, as amended, and bylaws (or similar organizational documents) of the Company Organizational Documentsas in effect on the date of this Agreement and pursuant to any indemnity agreements between the Company 32 Confidential Treatment Requested and any current or former director, employment agreements and/or indemnification agreements identified officer or agent as in Section 6.7 effect on the date of this Agreement and listed on Schedule 3.15 of the Company Disclosure ScheduleSchedule (the Persons entitled to be indemnified pursuant to such provisions, each and all other current and former directors and officers of the Company, being referred to collectively as the “D&O Indemnified Parties”). Purchaser shall cause the articles of incorporation and bylaws of Merger Sub and the Surviving Corporation to contain the provisions with respect to indemnification and exculpation from liability at least as favorable to the D&O Indemnified Parties as set forth in effect the Company’s articles of incorporation, as of amended, and bylaws on the date of this Agreement, for any costs which provisions shall not be amended, repealed or expenses (including attorneys’ fees and expenses), judgments, fines, Losses, claims, settlements, damages or Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions of such individuals in [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended their capacities as directors or officers of the Company that occurred at or prior to the Effective Time. If the “tail policy” referred to in the following sentence is not commercially available, Parent shall cause to be maintained in effect for not less than [*] otherwise modified after the Effective Time in any policy manner that would adversely affect the rights thereunder of any D&O Indemnified Party. (b)For six (6) years after the Effective Time, Purchaser shall maintain in effect the current level and scope of directors’ and officers’ liability insurance maintained or a tail insurance policy of the same level or scope for the six (6) year period, in each case for the benefit of those Persons who are covered by the Company Company’s directors’ and officers’ liability insurance policy as of the Effective Time with respect (a copy of which has been heretofore delivered or otherwise made available to matters occurring prior to the Effective Time (the “Current Policies”Purchaser); provided, however, that Parent may substitute therefor policies of insurance providing for substantially the same coverage as the Current Policies containing terms and conditions in no less favorable in the aggregate to any person covered by such Current Policies than the terms and conditions of the Current Policies. Notwithstanding anything to the contrary in this Section 6.7(a), Parent event shall not Purchaser be required to pay expend in any year, one year an annual premium amount in excess of [*] 200% of the last annual premium currently paid by the Company for such insurance; and provided, further, that if the Current Policies. The Company shall purchase (if commercially available) a [*] prepaid “tail policy” for any policy annual premiums of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring prior to the Effective Time, which shall provide such directors and officers with coverage of not less than the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, such insurance policycoverage exceed such amount, Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. This (c)This Section 6.7 6.6 shall survive the consummation of the MergerMerger and the Effective Time, and is intended to benefit and may be for enforced by the benefit ofCompany, Purchaser, the Surviving Corporation and the D&O Indemnified Parties, and shall be enforceable by, binding on all past successors and present officers and directors assigns of the Company, their respective heirs and personal representatives and shall be binding upon Parent Purchaser and the Surviving Corporation. The obligations of Parent and the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.7 applies without the express written consent of such affected indemnitee.6.7