Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. (a) For a period of six (6) years after from the Effective Time, the Surviving Company or Merger LLC shall (Parent agrees that all rights to indemnification, advancement of expenses and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time covering (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of the Company and any indemnification or other similar agreements of the Company filed as an exhibit to the Company SEC Documents at least two (2) business days prior to the date hereof or listed in Section 3.9 of the Company Disclosure Schedule, in each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy case as in effect on the date hereof; providedof this Agreement, howevershall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, that in satisfying its obligation under this Section 6.5(aif applicable), none and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of Parentthe Effective Time, Merger LLC or Parent shall cause the Surviving Company shall be obligated to pay annual premiums in excess Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current PremiumAgreement, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company who becomes prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts a director or omissions that occurred at or before the Effective Time, including in respect officer of the transactions contemplated by Company or who is as of the date of this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company Corporation in accordance with the organizational documents and any indemnification or Merger LLC shall (and Parent shall cause other similar agreements of the Surviving Company Corporation as in effect on the date of this Agreement; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or Merger LLC tothe Surviving Corporation’s certificate of incorporation or bylaws (or comparable organizational documents) maintain or any such policies indemnification or other similar agreements, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification and (y) the Surviving Corporation shall reasonably cooperate in full force and effect for their full term, and continue to honor the obligations thereunderdefense of any such matter.

Indemnification of Officers and Directors. (a) For The Parties agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, or agent of SWMAC, SWWC or any of the SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their respective Organizational Documents or policies adopted by the respective Boards of Directors of Corix, CIUS or SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Effective TimeClosing Date; provided, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance however, that all rights to indemnification in respect of acts any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Effective Time covering each Closing Date, unless such person currently covered modification is required by applicable Laws. From and after the Company’s Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers’ , directors, employees, and directors’ liability insurance policy on terms with agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC acts or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year omissions occurring prior to the date of this Agreement Closing Date to the extent (the “Current Premium”i) and if provided in any written indemnification agreements with such premiums for such insurance would at any time exceed 300% individuals in effect as of the Current Premiumdate hereof or (ii) required by the Organizational Documents of SWMAC, then SWWC, the Surviving Company SWWC Subsidiaries or Merger LLC shall cause to be maintained policies of insurance thatthe Contributed Corix Entities, in the Surviving Company’s or Merger LLC’s, each case as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the in effect immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderClosing Date.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300200% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300200% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300200% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. (a) For a period of six (6) years after from the Effective Time, the Surviving Company or Merger LLC shall (Parent agrees that all rights to indemnification, advancement of expenses and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time covering (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Company and any indemnification or other similar agreements of any Acquired Company, in each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy case as in effect on the date hereof; providedof this Agreement, howevershall continue in full force and effect in accordance with their terms, that in satisfying its obligation under this Section 6.5(a)and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, none during the period commencing at the Effective Time and ending on the sixth anniversary of Parentthe Effective Time, Merger LLC or Parent and the Surviving Company Corporation shall be obligated and shall cause the Surviving Corporation’s Subsidiaries to pay annual premiums in excess agree that they will, indemnify and hold harmless each individual who is as of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current PremiumAgreement, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company who becomes prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period a director or officer of six (6) years with respect to claims arising from acts any Acquired Company or omissions that occurred at or before the Effective Time, including in respect who is as of the transactions contemplated by date of this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of any Acquired Company or is or was serving at the request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from Parent, the Surviving Company Corporation or Merger LLC shall (its Subsidiaries, as applicable, in accordance with the organizational documents and Parent shall cause any indemnification or other similar agreements of the Surviving Company Corporation or Merger LLC toits Subsidiaries, as applicable, as in effect on the date of this Agreement; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) maintain or any such policies indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification and (y) Parent, the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in full force and effect for their full term, and continue to honor the obligations thereunderdefense of any such matter.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company Parent shall, or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) , maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a6.3(a), none of Parent, Merger LLC or neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 300250% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300250% of the Current Premium, then the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. (a) For six (6) years From and after the Effective Time, the Surviving Company or Merger LLC shall (Parent agrees that it will, and Parent shall will cause the Surviving Company to, indemnify and hold harmless each present and former director and officer (the "Indemnified Parties"), against any costs or Merger LLC to) maintain officers’ and directors’ liability insurance expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in respect settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions pertaining to matters existing or occurring at or prior to the Effective Time Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Delaware law and its Certificate of Incorporation or bylaws in effect on the date hereof to indemnify such Indemnified Party (and Parent and the Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law, provided the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification). (b) For a period of six years after the Effective Time, Parent shall maintain or shall cause the Company to maintain (to the extent available in the market) in effect a directors' and officers' liability insurance policy covering each such person those persons who are currently covered by the Company’s 's directors' and officers’ and directors’ ' liability insurance policy on terms (copies of which have been heretofore delivered by the Company to Parent) with respect to coverage in amount and amount no less scope at least as favorable than those of such policy in effect on as the date hereofCompany's existing coverage; provided, however, provided that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC no event shall Parent or the Surviving Company shall be obligated required to pay annual premiums expend in the aggregate in excess of 300200% of the amount per policy period annual premium currently paid by the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) for such coverage; and if such premiums for such insurance premium would at any time exceed 300200% of the Current Premiumsuch amount, then Parent or the Surviving Company or Merger LLC shall cause to be maintained maintain insurance policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, which provide the maximum and best coverage available at an annual premium equal to 300200% of the Current Premiumsuch amount. (c) The provisions of this Section 5.09 are intended to be in addition to the immediately preceding sentence rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be deemed enforceable by, each of the Indemnified Parties, their heirs and their representatives. SECTION 5.10. REPAYMENT OF BANK DEBT AND SENIOR SUBORDINATED NOTES. Parent agrees to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by cause the Company prior to to, and provide the Company with sufficient funds to, (i) at the Effective TimeTime repay all amounts outstanding under that certain Credit Agreement, which policies provide as amended, among the Company, various lending institutions and The Chase Manhattan Bank, N.A. dated as of October 6, 1995 (the "Bank Debt") in the manner required by such directors agreement, and officers with coverage for an aggregate period (ii) perform the Company's obligations set forth in Section 4.15 (Change of six (6Control) years of that certain Indenture dated as of November 22, 1995 between the Company and Marine Midland Bank, as Trustee with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of Company's $100,000,000 11-1/2% Senior Subordinated Notes (the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium"Senior Subordinated Notes"). If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderARTICLE VI.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company All rights to indemnification by any Acquired Corporation existing in favor of those Persons who are or Merger LLC shall (and Parent shall cause the Surviving Company were directors and/or officers of any Acquired Corporation as of or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current PremiumIndemnified Persons”) for their acts and if such premiums for such insurance would at omissions as directors and/or officers of any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company Acquired Corporation occurring prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect Time pursuant to claims arising from acts or omissions that occurred at or before the Effective Time, including any indemnification agreements in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained effect immediately prior to the Effective Time, Closing and the Articles of Association of the Acquired Corporations (the “Indemnification Documents”) shall survive the Merger and be observed by the Surviving Company or to the fullest extent available under the Indemnification Documents and applicable law for a period of seven years from the date on which the Merger LLC shall (becomes effective, and Parent Parent, Alkaloida, TDC and SPH shall cause the Surviving Company to so observe such rights (including, to the extent necessary, by providing funds to ensure such observance). Without limiting the foregoing, Parent, from and after the Effective Time until seven years from the Effective Time, shall cause, unless otherwise required by law, the Articles of Association and comparable organizational documents of the Surviving Company and each of the Company Subsidiaries to contain provisions no less favorable to the Indemnified Persons with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Company Articles of Association and comparable organizational documents of the relevant Company Subsidiaries, which provisions shall not be amended, repealed or Merger LLC to) maintain such policies otherwise modified in full force a manner that would adversely affect the rights thereunder of the Indemnified Persons with respect to exculpation and effect for their full term, limitation of liabilities or insurance and continue to honor the obligations thereunderindemnification.

Indemnification of Officers and Directors. (a) For six (6) years after The Parties agree that, to the Effective Timefullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and exculpation by the Surviving Company or Merger LLC shall another Acquired Corporation existing in favor of those Persons who are directors and officers of any Acquired Corporation as of the date of this Agreement or have been directors or officers of any Acquired Corporation in the past (the “Indemnified Persons”) for their acts and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered (whether asserted or claimed prior to, at or after the Effective Time), as provided in the certificate of incorporation and bylaws (or applicable governing documents) of the applicable Acquired Corporation (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Acquired Corporation and said Indemnified Persons (to the extent set forth on Section 5.5(a) of the Company Disclosure Letter and in effect as of the date of this Agreement) in the forms made available by the CompanyCompany to Parent or Parent’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year Representatives prior to the date of this Agreement (Agreement, shall survive the “Current Premium”) Closing and if to the fullest extent permitted under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such premiums for such insurance would at any time exceed 300% of the Current PremiumIndemnified Persons, then and shall be observed by the Surviving Company or Merger LLC shall cause Corporation and its Subsidiaries to be maintained policies the fullest extent available under applicable Legal Requirements for a period of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to six years from the Effective Time, which policies provide and any claim made pursuant to such directors and officers with coverage for an aggregate rights within such six-year period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor be subject to this Section 5.5(a) and the obligations thereunderrights provided under this Section 5.5(a) until disposition of such claim (even if after such six-year period).

Indemnification of Officers and Directors. 51 ACTIVE/82285023.8 (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (Corporation shall, and Parent shall cause the Surviving Company or Merger LLC Corporation to) , maintain officers’ and directors’ liability, employment practices liability and fiduciary liability insurance in respect of acts or omissions occurring at on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability, employment practices liability and fiduciary liability insurance policy policies as of the date hereof on terms with respect to coverage and amount no less favorable than those of such policy policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a6.4(a), none of Parent, Merger LLC or neither Parent nor the Surviving Company Corporation shall be obligated to pay annual premiums in excess of 300250% of the amount per policy period aggregate annual premium paid by the Company paid in its last full fiscal year prior to the date of this Agreement that is set forth on Part 6.4(a) of the Company Disclosure Letter (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300250% of the Current Premium, then the Surviving Company or Merger LLC Corporation shall cause to be maintained policies of insurance that, in the Surviving CompanyCorporation’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at on or before the Effective Time, including including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC Corporation shall (and Parent shall cause the Surviving Company or Merger LLC Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.. (b) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation, to the fullest extent that would have been permitted under the Laws applicable to the Company prior to the Effective Time: (i) indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, in his capacity as such, an “Indemnified Party”) for any and all reasonable costs, expenses (including reasonable fees and expenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.4(b)), judgments, fines, penalties or liabilities (including amounts paid in settlement or compromise) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other proceeding (whether civil or criminal, and including any proceeding before any administrative or legislative body or agency) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including, without limitation, as a witness) (a “Proceeding”) by reason of such Indemnified Party’s being or having been such director or officer or an employee or agent of the Company or otherwise in connection with any action taken or not taken at the request of the Company (whether or not the Indemnified Party continues in such position at the time such Proceeding is brought or threatened), in each case at, or at any time prior to, the Effective Time (including any Proceeding relating in whole or in part to the transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Party); and (ii)

Indemnification of Officers and Directors. (a) For a period of six (6) years after following the Effective TimeClosing, the Surviving Company Parent shall, or Merger LLC shall (and Parent shall cause the Surviving Company to, fulfill the obligations of the Company to indemnify each Person who is a director or Merger LLC to) maintain officers’ and directors’ liability insurance in respect officer of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those Company as of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date execution of this Agreement (the “Current PremiumExecution Date”) or who had been a director of officer of the Company prior to the Execution Date against any losses such Person may incur based upon matters existing or occurring prior to the Closing (including, without limitation, the transactions contemplated by this Agreement and if the Transaction Documents) pursuant to any applicable indemnification agreement and any indemnification provisions set forth in the Certificate of Incorporation or Bylaws of the Company as in effect immediately prior to the Execution Date. During such premiums six year period, neither Parent nor the Company shall take any action to amend or alter or impair any exculpatory, indemnification or expense advancement provisions now existing in the Certificate of Incorporation or Bylaws of the Company for such insurance would the benefit of any individual who served as a director or officer of the Company at any time exceed 300% prior to the Closing, except for any changes which may be required to conform with changes in applicable law and any changes which do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing, and the Certificate of Incorporation and Bylaws of the Current PremiumCompany (and/or Parent, then as applicable) will contain for such period provisions with respect to such exculpation, indemnification and expense advancement that are at least as favorable to the Surviving directors and officers of the Company or Merger LLC shall cause to be maintained policies of insurance that, as those in effect in the Surviving Company’s Certificate of Incorporation and Bylaws on the Execution Date. In the event of a Sale or Merger LLC’sChange of Control Transaction of either Parent or the Company, proper provision shall be made so that the successor and assigns of the Company, Parent or both, as the case may be, good faith judgment, provide shall assume the maximum coverage available at an annual premium equal to 300% obligations set forth in this Section 9.6 for the benefit of such Company officers and directors (the “Covered Persons”). This Section 9.6: (A) shall survive the consummation of the Current Premium. The provisions of Equity Exchange, Parent Common Stock Purchase and the immediately preceding sentence other transactions in this Agreement and the Transaction Documents; (B) is intended for the benefit of, and will be enforceable by, each Covered Person and his or her successors, assigns, heirs and representatives; and (C) shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by binding on all successors and assigns of Parent and the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderCompany.

Indemnification of Officers and Directors. (a) For a period of six (6) years after from the Effective Time, Parent and the Surviving Company or Merger LLC shall (Corporation agree that all rights to indemnification, advancement of expenses and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms Time, including with respect to coverage this Agreement and amount no less favorable than those the Transactions (and whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of such policy the current or former directors or officers of any Acquired Corporation pursuant to the organizational documents of any Acquired Corporation, and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 6.5(a) of the Company Disclosure Schedule, in each case as in effect on the date hereofof this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation and the other Acquired Corporations to perform their obligations thereunder; providedprovided that all rights to indemnification, howeveradvancement of expenses and exculpation in respect of any claim asserted or made, that in satisfying its obligation under and for which an Indemnified Person delivers a written notice to Parent within such six (6) year period asserting a claim for such protections pursuant to this Section 6.5(a)6.5, none shall continue until the final disposition of Parentsuch claim. Without limiting the foregoing, Merger LLC or during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Company shall be obligated to pay annual premiums in excess Corporation and the other Acquired Corporations to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current PremiumAgreement, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company who becomes prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period a director or officer of six (6) years with respect to claims arising from acts any Acquired Corporation or omissions that occurred at or before the Effective Time, including in respect who is as of the transactions contemplated by date of this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to, or by reason of, the fact that the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or the other Acquired Corporations, as applicable, (i) in accordance with the organizational documents of the applicable Acquired Corporation and any indemnification or other similar agreements of the applicable Acquired Corporation set forth in Section 6.5(a) of the Company or Merger LLC shall Disclosure Schedule, as applicable, in each case as in effect on the date of this Agreement, as well as (ii) to the fullest extent permitted under applicable Legal Requirements, and Parent shall cause the Surviving Company or Merger LLC toCorporation and the other Acquired Corporations to provide such advancement; provided, in the case of each of clauses (i) maintain and (ii), that any Indemnified Person to whom expenses are advanced provides an undertaking to repay such policies advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to indemnification. To the fullest extent permitted under applicable Legal Requirements, Parent shall cause the Surviving Corporation and the other Acquired Corporations to pay, in full force advance, all reasonable attorneys’ fees and effect for expenses that may be incurred by Indemnified Persons in connection with their full termenforcement of their rights provided under this Section 6.5, and continue provided that any Indemnified Person to honor the obligations thereunderwhom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to indemnification.

Indemnification of Officers and Directors. (a) For From and after the Effective Time until the six (6) year anniversary of the Closing, the Surviving Corporation shall (and if the Surviving Corporation for any reason cannot, the Parent shall) indemnify and hold harmless the individuals who at any time prior to the Effective Time were directors or officers of an Acquired Corporation (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees and disbursements), judgments, fines, losses, claims, settlements, damages or liabilities in connection with actions or omissions occurring or alleged to have occurred at or prior to the Effective Time and advance expenses with respect thereto, in each case as provided, as applicable, in the certificates of incorporation and bylaws (or comparable organizational documents) of the Acquired Corporations, and in any indemnification agreements between such Acquired Corporation and any Indemnified Party entered into prior to the date hereof and a copy of which has been provided to Parent. From and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and advancement of expenses as set forth on Exhibits B and C hereto, and any indemnification agreements between the Company and any Indemnified Party shall survive the Merger and shall continue in full force and effect in accordance with their terms, and such provisions and agreements shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective TimeClosing Date in any manner that would adversely affect the rights thereunder of the Indemnified Parties, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring unless such modification is required by applicable Legal Requirements. If, at or any time prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those six (6) year anniversary of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide any Indemnified Party delivers to Parent or the Surviving Corporation a written notice asserting in good faith a claim for indemnification under this Section 6.4(a), then the claim asserted in such directors and officers with coverage for an aggregate period of notice shall survive the six (6) years with respect to claims arising from acts or omissions that occurred at or before year anniversary of the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for Time until such prepaid policies does not exceed 300% of the Current Premium. If time as such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (claim is fully and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderfinally resolved.

Indemnification of Officers and Directors. (a) For Talos and Merger Sub agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director or officer, of Talos or the Company and their respective Subsidiaries (the “D&O Parties”) provided for in the respective organizational documents in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any proceeding or claims pending, asserted or made within such period shall continue until the final disposition of such proceeding or claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Talos Charter and Talos Bylaws and the Company or Merger LLC Charter and Company Bylaws, as applicable, and during such six (6) year period following the Effective Time, Talos shall (not and Parent shall cause the Surviving Company Corporation not to amend, repeal or Merger LLC to) maintain officers’ otherwise modify such provisions in any manner that would materially and directors’ liability insurance adversely affect the rights thereunder of any D&O Party in respect of acts actions or omissions occurring at or prior to the Effective Time covering Time, unless such modification is required by applicable Laws. Prior to the Closing, each such person currently covered by of the Company’s officersCompany and Talos shall purchase a six-year “tail” policy under its own existing directors’ and directorsofficers’ liability insurance policy on policy, with an effective date as of the Closing (provided that either such party may substitute therefor policies of at least the same coverage containing terms with respect to coverage and amount no conditions that are not less favorable than those of such policy in effect on the date hereofany material respect); provided, however, that in satisfying its obligation under no event shall either such party be required to expend pursuant to this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated 5.5(a) more than an amount equal to pay annual premiums in excess of 300200% of the amount per policy period the Company respective current annual premiums paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if by such premiums party for such insurance would at any time exceed 300% insurance; provided, further, that during the term of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid respective “tail” or policies, neither Talos nor the Surviving Corporation shall take any action following the Closing to cause their respective “runofftail” policies have been obtained by to be cancelled or any provision therein to be amended or waived in any manner that would adversely affect in any material respect the Company prior to the Effective Time, which policies provide such directors rights of their former and current officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderdirectors.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the The Surviving Company or Merger LLC shall (and Surviving Corporation shall, and Parent shall cause the Surviving Company and Surviving Corporation to, honor and fulfill in all respects the obligations of the Company to Persons who on or Merger LLC toprior to the Effective Time are or were directors and/or officers of the Company and the other Acquired Companies (collectively, the “Company D&O Indemnified Parties”) maintain officers’ pursuant to any indemnification provisions under the Company Charter or Company Bylaws or similar governing documents of the other Acquired Companies (collectively, the “Governing Documents”) as in effect as of the date of this Agreement and directors’ liability insurance pursuant to any indemnification agreements between the Company and the other Acquired Companies and any such Company D&O Indemnified Party existing as of the date of this Agreement, in each case which have been disclosed on the Company Disclosure Schedule and true and complete copies of which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of acts or omissions matters occurring at or prior to the Effective Time covering each such person currently covered Time; provided, however that (i) the foregoing obligations shall be subject to any limitation |US-DOCS\123754940.16|| imposed by Applicable Law, and (ii) no Company D&O Indemnified Party shall have any right of contribution, indemnification or right of advancement from Parent, the Company’s officers’ and directors’ liability insurance policy on terms Surviving Corporation or their respective successors with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% any Damages claimed by any of the amount per policy period the Parent Indemnitees against such Company paid D&O Indemnified Party in its last full fiscal year prior his or her capacity as a Securityholder or Indemnitor pursuant to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company, Surviving Corporation and each of their respective Subsidiaries for a period of not less than six years from the Effective Time (i) to maintain provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company or Merger LLC to) maintain such policies D&O Indemnified Parties that are no less favorable to those Persons than the provisions of the Governing Documents for each Acquired Company, as applicable, in full force and effect for their full termeach case, as of the date of this Agreement, and continue (ii) not to honor amend, repeal or otherwise modify such provisions in any respect that would adversely affect the obligations rights of those Persons thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company Parent shall, or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC Corporation to) , maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a6.4(a), none of Parent, Merger LLC or neither Parent nor the Surviving Company Corporation shall be obligated to pay annual premiums in excess of 300% of the amount per policy period annum the Company paid in its last full fiscal year prior to the date of this Agreement as set forth on Part 6.4(a) of the Company Disclosure Schedule (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC Corporation shall cause to be maintained policies of insurance that, in the Surviving CompanyCorporation’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to not in excess of 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers Persons currently covered by such policies with coverage for an aggregate period of six (6) years with respect to claims arising from acts facts or omissions events that occurred at on or before the Effective Time, including including, in respect of the transactions contemplated by this AgreementContemplated Transactions; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. At Parent’s request, the Company shall obtain such prepaid policies prior to the Effective Time, with such policies to be effective as of the Effective Time. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC Corporation shall (and Parent shall cause the Surviving Company or Merger LLC Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. (a) For a period of six (6) years after the Effective TimeClosing, the Surviving Company or Merger LLC Constituent Documents of each of the Conveyed Companies shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms contain provisions no less favorable with respect to coverage and amount no less favorable indemnification of Conveyed Company Covered Persons in their respective capacities as such than those of are set forth in such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year documents immediately prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Timehereof, which policies provide such directors and officers with coverage provisions shall not be amended, repealed or otherwise modified for an aggregate a period of six (6) years after the Closing in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing were present or former individual managers, members, directors, officers, employees or, to the extent covered by Seller’s directors’ and officers’ liability insurance, agents of the Conveyed Companies and, in each of the foregoing cases, who is a natural person (each, together with such Persons heirs, executors or administrators, a “Conveyed Company Covered Person”) relating to service in such capacities prior to the Closing. At or prior to the Closing, Purchaser shall obtain directors’ and officers’ liability, employment practices liability and fiduciary liability insurance coverage for all Conveyed Entity Covered Persons that covers on a primary basis acts or omissions occurring prior to the Closing (including, with respect to claims arising from acts or omissions that occurred at or before occurring in connection with this Agreement and the Effective Time, including in respect consummation of the transactions contemplated by this Agreement; providedhereby) with a coverage limit of $20 million and other terms (including coverage period, however, that retention or deductible amounts) as are reasonably acceptable to Seller. One-half of the amount paid cost of any premiums for such policy 119 shall be treated as a transaction expense payable by the Seller. For the avoidance of doubt, any such prepaid policies does insurance shall not exceed 300% be included as a current asset for purposes of calculating the Final Closing Working Capital. The rights of each Conveyed Company Covered Person hereunder shall be in addition to, and not in limitation of, any other rights such Conveyed Company Covered Person may have under the Constituent Documents of each of the Current PremiumConveyed Companies, any other indemnification arrangement (unless such indemnification arrangement materially increases such Person’s rights to indemnification beyond such Person’s rights pursuant to such Constituent Documents and is not set forth on Schedule 5.12 of the Seller Disclosure Letter), applicable Laws or otherwise. If such prepaid policies have been obtained prior The provisions of this Section 5.12 shall survive the consummation of the transactions contemplated hereby and are expressly intended to benefit each Conveyed Company Covered Person. This Section 5.12 shall in no event limit Purchaser’s or the Effective Timeother Purchaser Indemnitees’ rights, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company Seller’s obligations, under Section 7.6 or Merger LLC to) maintain such policies in full force and effect for their full termArticle VIII, and continue indemnification amounts paid or advanced by Purchaser or its Affiliates to honor the obligations thereunderConveyed Company Covered Persons may be Losses for purposes thereof.

Indemnification of Officers and Directors. (a) For six (6) years after If the Effective TimeClosing occurs, the Surviving Company Parties agree, to the extent permitted by applicable Law, that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Companies, Parent or Merger LLC shall (Subs 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 each Company, Parent shall cause the Surviving Company or Merger LLC toSubs (the “D&O Indemnified Parties”) maintain officers’ as provided in their respective Governing Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Party and directors’ liability insurance the Companies, Parent or Merger Subs, in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy case as in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (Agreement, shall survive the “Current Premium”) Mergers and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, continue in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premiumfull force and effect. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate For a period of six (6) years with respect to claims arising from acts or omissions that occurred commencing at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Governing Documents of Parent and the Surviving Company or Merger LLC to) maintain such policies Companies to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Parties than are set forth as of the date of this Agreement in full force the Governing Documents of Parent and effect for their full termthe Surviving Companies, respectively, to the extent permitted by applicable Law, and during such six-year period such provision shall not be repealed, amended or otherwise modified in any manner that would materially and adversely affect the rights thereunder of any of the D&O Indemnified Parties, except as required by applicable Law. The obligations of Parties under this Section 9.01 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Parties to whom this Section 9.01 applies without the consent of such affected any D&O Indemnified Parties (it being expressly agreed that the any D&O Indemnified Parties to whom this Section 9.01 applies shall be intended third-party beneficiaries of this Section 9.01). If the Closing occurs, Parent shall pay or cause the Surviving Companies to pay all expenses to any D&O Indemnified Parties incurred in successfully enforcing the indemnity or other obligations provided for in this Section 9.01. Notwithstanding the foregoing, all rights to indemnification or advancement of expenses in respect of any pending or asserted Legal Proceeding or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. The Parties shall not have any obligation under this Section 9.01 to honor any D&O Indemnified Party when and if a court of competent jurisdiction shall determine, in a final, non-appealable judgement, that the obligations thereunderindemnification of such D&O Indemnified Party in the manner contemplated hereby is prohibited by applicable Law.

Indemnification of Officers and Directors. (a) For a period of six (6) years from and after the Effective TimeClosing Date, the Surviving Corporation agrees to indemnify (including advancement of expenses) and hold harmless all past and present officers and directors of the Company to the same extent, and subject to the same conditions, such persons are indemnified by the Company as of the date of this Agreement pursuant to the Company’s Certificate of Incorporation or Merger LLC shall (and Parent shall cause Bylaws, employment agreements or indemnification agreements identified on Schedule 6.08 of the Surviving Company Disclosure Schedule, or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of under applicable Law for acts or omissions occurring which occurred at or prior to the Effective Time covering each such person currently covered by Time. The articles of incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the Articles of Incorporation and Bylaws of the Company’s , which provisions shall not be amended, repealed or otherwise modified in any manner that would affect adversely the rights thereunder of individuals who, prior to the Effective Time, were directors or officers of the Company, with respect to acts or omissions occurring prior to the Effective Time, unless such modification shall be required by applicable Law. Notwithstanding the foregoing, this indemnification shall not apply to any claim or action by any such officer or director brought against the Company or any of its predecessors, successors, assigns, officers, directors, stockholders, employees or agents in response to or in connection with any claim brought by a Indemnified Party (as defined below) pursuant to Article IX of this Agreement or any other agreement contemplated by this Agreement. Prior to the Effective Time, the Company shall, at its expense, purchase for a six-year period directors’ and officers’ and directors’ liability insurance policy (the “D&O Tail Insurance Policy”) on terms with respect to coverage and amount reasonably satisfactory to Parent and no less favorable than those of such policy the applicable policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC covering all directors and officers with respect to acts or the Surviving Company shall be obligated failures to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would act occurring at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect connection with the approval of this Agreement and the transactions contemplated by this Agreement; provided, however, that hereby. Parent unconditionally and irrevocably guarantees the amount paid for such prepaid policies does not exceed 300% full and timely performance of the Current Premium. If such prepaid policies have been obtained prior to Surviving Corporation’s obligations after the Effective Time, Time under the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderprovisions of this Section 6.08.

Indemnification of Officers and Directors. (a) For The Governing Documents of the Purchaser shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Governing Documents as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time, Closing in any manner that would adversely affect the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect rights thereunder of acts or omissions occurring individuals who at or prior to the Effective Time covering each such person currently covered by Closing were directors, officers, agents or employees of the Company’s officers’ and directors’ liability Purchaser or who were otherwise entitled to indemnification pursuant to the Governing Documents of the Purchaser. Purchaser shall arrange to be put in place at the Closing a “tail” insurance policy on terms with respect to coverage directors’ and amount no less favorable than those of such policy in effect officers' liability insurance (a) for matters occurring on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year and prior to the Closing Date, including the Debt Financing (and the Rule 144A offering associated therewith), (b) with a claims period of six years after the Closing Date, (c) from its existing insurance carrier or from an insurance carrier with the same or better credit rating as its current insurance carrier, and (d) otherwise in an amount and scope substantially similar to Purchaser’s existing directors’ and officers’ liability policy as in effect as of the date of this Agreement hereof (the “Current PremiumD&O Tail Policy”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium). The provisions of this section 7.1 are (1) intended to be for the immediately preceding sentence benefit of, and shall be deemed enforceable by, each Person entitled to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by indemnification under the Company Governing Documents of the Purchaser in effect immediately prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full termClosing, and continue each such Person's heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this section 7.1 and (2) in addition to, and not in substitution for, any other rights to honor the obligations thereunderindemnification that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. The Surviving Corporation will, and will cause ASCI to, indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries against all liabilities incurred by such individuals arising from any action or inaction by such persons or from services rendered for or at the request of the Company or any of its Subsidiaries prior to the Effective Time, to the full extent permitted under applicable law, including the provisions thereof relating to the advancement of expenses incurred in the defense of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a) a "Proceeding"). Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable law shall be made by independent counsel mutually acceptable to Investor and such individual. For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain Corporation will provide officers’ ' and directors’ ' liability insurance in respect of acts or omissions occurring at on or prior to the Effective Time covering each such person currently covered by the Company’s 's officers’ ' and directors’ ' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that in satisfying its obligation under this Section 6.5(a)Section, none of Parent, Merger LLC or the Surviving Company Corporation shall not be obligated to pay annual premiums in excess of 300175% of the amount per policy period annum the Company paid in its last full fiscal year prior year, which amount has been disclosed to the date of this Agreement (the “Current Premium”) Investor, and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC Corporation is unable to obtain the insurance required by this Section 5.11, it shall cause to be maintained policies of obtain as much comparable insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at possible for an annual premium equal to 300% such maximum amount. In the event the Surviving Corporation (or any of its successors or assigns) consolidates with or merges into any other person, or transfers all or substantially all of its properties and assets to any person, then proper provision shall be made so that such successors or assigns of the Current Premium. The provisions of the immediately preceding sentence Business shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor assume the obligations thereunderset forth in this Section 5.11.

Indemnification of Officers and Directors. (a) For six (6) years after All rights to indemnification, advancement of expenses and exculpation from liabilities by the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring its Subsidiaries at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current PremiumCompany Indemnified Persons”) for their acts, errors and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, omissions as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect the Company or its Subsidiaries occurring on or prior to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by in this Agreement; provided, however, that as provided in the amount paid for such prepaid policies does not exceed 300% Company’s certificate of incorporation or bylaws (as in effect as of the Current Premium. If such prepaid policies have been obtained prior to date of this Agreement), and as provided in any indemnification agreements between the Effective TimeCompany and said Company Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Mergers and be observed and performed by the First Merger Surviving Corporation and the Surviving Company or Merger LLC shall and any applicable Subsidiary (and Parent shall cause such observance and performance by the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary) to the fullest extent permitted by applicable Law (including as it may be amended after the date of this Agreement to increase the extent to which a corporation may provide indemnification) for a period of six years from the date on which the First Merger becomes effective. In addition, Parent shall cause the certificate of incorporation, bylaws, certificate of formation and limited liability company (or comparable organizational documents), as applicable, of the First Merger LLC to) maintain Surviving Corporation and the Surviving Company and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of current and former directors and officers of the Company and its Subsidiaries than are presently set forth in the certificate of incorporation and bylaws of the Company and such policies Subsidiaries (as in full force and effect for their full termas of the date of this Agreement), and continue to honor such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such Person’s prior written consent. Parent guarantees the full and timely performance of the obligations thereunderof the First Merger Surviving Corporation and the Surviving Company and its Subsidiaries under this Section 5.5(a).

Indemnification of Officers and Directors. (a) For six (6) years after The Parties agree that, to the Effective Timefullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and exculpation by the Surviving Company or Merger LLC shall another Acquired Company existing in favor of those Persons who are directors and officers of any Acquired Company as of the date of this Agreement or have been directors or officers of any Acquired Company in the past (the “Indemnified Persons”) for their acts and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each (whether asserted or claimed prior to, at or after the Effective Time), as provided in the articles of incorporation and bylaws (or applicable governing documents) of the applicable Acquired Company (as in effect as of the date of this Agreement and made available to Parent) and as provided in the indemnification agreements between the Acquired Company and such person currently covered Indemnified Persons as set forth on Section 5.5(a) of the Company Disclosure Letter and in effect as of the date of this Agreement made available by the CompanyCompany to Parent or Parent’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year Representatives prior to the date of this Agreement (Agreement, shall survive the “Current Premium”) Closing and if to the fullest extent permitted under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such premiums for such insurance would at any time exceed 300% Indemnified Persons with respect to indemnification, advancement of the Current Premiumexpenses and exculpation without an affected Person’s prior written consent, then and shall be observed by the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior Corporation and its Subsidiaries to the Effective Time, which policies provide such directors and officers with coverage fullest extent available under applicable Legal Requirements for an aggregate a period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for and any claim made pursuant to such prepaid policies does not exceed 300% of the Current Premium. If rights within such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC six (6)-year period shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor be subject to this Section 5.5(a) and the obligations thereunderrights provided under this Section 5.5(a) until disposition of such claim (even if after such six (6)-year period).

Indemnification of Officers and Directors. (a) For a period of six (6) years from and after the Effective TimeClosing Date, Parent agrees to indemnify (including advancement of expenses) and hold harmless all past and present officers and directors of the Surviving Company (the "Indemnified Persons") to the same extent that the officers and directors are indemnified by the Company as of the date of this Agreement pursuant to the Company's Articles of Incorporation and Bylaws, employment agreements or Merger LLC shall (and Parent shall cause indemnification agreements identified on the Surviving Company Disclosure Schedule or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of under applicable Law for acts or omissions occurring which occurred at or prior to the Effective Time covering each such person currently covered Time. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company and, to the knowledge of the Company’s officers’ and directors’ liability insurance policy on terms , no facts exist that would serve as a valid legal basis for any such claim for indemnification. From the Effective Time until the sixth anniversary of the Effective Time, Parent shall maintain in effect, for the benefit of the Indemnified Persons with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, claims arising from facts or events that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year occurred prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by Parent for the benefit of its current officers and directors as of the date of this Agreement (the “Current Premium”"Existing Policy") or a new policy providing comparable coverage containing terms and conditions, taken as a whole, that are no less advantageous to the Indemnified Persons than the terms of conditions in the Existing Policy would be to the Indemnified Persons if such policy covered such persons; provided, however, that Parent shall not be required to pay annual premiums for such insurance would at the Existing Policy (or for any time exceed 300combination of the Existing Policy and any substitute or additional policies) in excess of 150% of the Current Premiumannual premium payable under the Existing Policy as of the date hereof. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 150% of such current annual premium, then Parent shall be entitled to reduce the amount of coverage of the Existing Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% of such current annual premium. This Section 6.12 is intended to be for the benefit of, and shall be enforceable by, the officers and directors and their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. In the event the Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s Corporation or Merger LLC’sany of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each case, Parent shall use best efforts to ensure that the successors and assigns of the Company or the Surviving Corporation, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal are subject to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the indemnification obligations thereunderset forth in this Section 6.12.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company All rights to indemnification by any Acquired Corporation existing in favor of those Persons who are or Merger LLC shall (and Parent shall cause the Surviving Company were directors and/or officers of any Acquired Corporation as of or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current PremiumIndemnified Persons”) for their acts and if such premiums for such insurance would at omissions as directors and/or officers of any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company Acquired Corporation occurring prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect Time pursuant to claims arising from acts or omissions that occurred those indemnification agreements listed at or before the Effective Time, including in respect Part 4.6 of the transactions contemplated by this Agreement; provided, however, that Company Disclosure Schedule and the amount paid for such prepaid policies does not exceed 300% Articles of Association of the Current Premium. If such prepaid policies have been obtained prior to Acquired Corporations (the Effective Time, “Indemnification Documents”) shall survive the Merger and be observed by the Surviving Company or to the fullest extent available under the Indemnification Documents and applicable law for a period of seven years from the date on which the Merger LLC shall (becomes effective, and Parent and Alkaloida shall cause the Surviving Company to so observe such rights (including, to the extent necessary, by providing funds to ensure such observance). Without limiting the foregoing, Parent, from and after the Effective Time until seven years from the Effective Time, shall cause, unless otherwise required by law, the Articles of Association and comparable organizational documents of the Surviving Company and each of the Company Subsidiaries to contain provisions no less favorable to the Indemnified Persons with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Company Articles of Association and comparable organizational documents of the relevant Company Subsidiaries, which provisions shall not be amended, repealed or Merger LLC to) maintain such policies otherwise modified in full force a manner that would adversely affect the rights thereunder of the Indemnified Persons with respect to exculpation and effect for their full term, limitation of liabilities or insurance and continue to honor the obligations thereunderindemnification.

Indemnification of Officers and Directors. (a) For a period of six (6) years after from the Effective Time, Parent and the Surviving Company or Merger LLC shall (Corporation agree that all rights to indemnification, advancement of expenses and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms Time, including with respect to coverage this Agreement and amount no less favorable than those the Transactions (and whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of such policy the current or former directors or officers of any Acquired Corporation, including without limitation pursuant to the organizational documents of any Acquired Corporation, and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 6.5(a) of the Company Disclosure Schedule, in each case as in effect on the date hereofof this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation and the other Acquired Corporation to perform their obligations thereunder; providedprovided that all rights to indemnification, howeveradvancement of expenses and exculpation in respect of any claim asserted or made, that in satisfying its obligation under and for which an Indemnified Person delivers a written notice to Parent within such six (6) year period asserting a claim for such protections pursuant to this Section 6.5(a)6.5, none shall continue until the final disposition of Parentsuch claim. Without limiting the foregoing, Merger LLC or during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Company shall be obligated to pay annual premiums in excess Corporation and the other Acquired Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current PremiumAgreement, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company who becomes prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period a director or officer of six (6) years with respect to claims arising from acts any Acquired Corporation or omissions that occurred at or before the Effective Time, including in respect who is as of the transactions contemplated by date of this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to, or by reason of, the fact that the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company Corporation or Merger LLC shall (the other Acquired Corporation, as applicable, in accordance with the organizational documents of the Acquired Corporations, any indemnification or other similar agreements of the Acquired Corporations, as applicable, as in effect on the date of this Agreement, as well as to the fullest extent permitted under applicable Legal Requirements, and Parent shall cause the Surviving Company or Merger LLC to) maintain Corporation and the other Acquired Corporation to provide such policies advancement; provided that any Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to indemnification. To the fullest extent permitted under applicable Legal Requirements, Parent shall pay, in full force advance, all reasonable attorneys’ fees and effect for expenses that may be incurred by Indemnified Persons in connection with their full termenforcement of their rights provided under this Section 6.5, and continue provided that any Indemnified Person to honor the obligations thereunderwhom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to indemnification.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (Corporation shall, and Parent shall cause the Surviving Company or Merger LLC Corporation to) , maintain officers’ and directors’ liability, employment practices liability and fiduciary liability insurance in respect of acts or omissions occurring at on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability, employment practices liability and fiduciary liability insurance policy policies as of the date hereof on terms with respect to coverage and amount no less favorable than those of such policy policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a6.4(a), none of Parent, Merger LLC or neither Parent nor the Surviving Company Corporation shall be obligated to pay annual premiums in excess of 300250% of the amount per policy period aggregate annual premium paid by the Company paid in its last full fiscal year prior to the date of this Agreement that is set forth on Part 6.4(a) of the Company Disclosure Letter (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300250% of the Current Premium, then the Surviving Company or Merger LLC Corporation shall cause to be maintained policies of insurance that, in the Surviving CompanyCorporation’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at on or before the Effective Time, including including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC Corporation shall (and Parent shall cause the Surviving Company or Merger LLC Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. (ah) For six All rights to indemnification by the Acquired Corporations existing in favor of those Persons who are directors and officers of any Acquired Corporation as of the date of this Agreement (6the “Indemnified Persons”) years after for their acts and omissions occurring prior to the Effective Time, as provided in the Surviving Articles of Incorporation and bylaws of the Acquired Corporations (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Acquired Corporations and said Indemnified Persons (as set forth on Part 5.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or Parent’s Representatives prior to the Effective Time covering each such person currently covered date of this Agreement, shall survive the Merger and shall be observed by the Company’s officers’ Surviving Corporation and directors’ liability insurance policy on terms with respect its Subsidiaries to coverage the fullest extent available under the applicable Legal Requirements for a period of six years from the Effective Time, and amount no less favorable than those any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 5.5(a) and the indemnification rights provided under this Section 5.5(a) until disposition of such policy claim. The Parties acknowledge and agree that the indemnification agreements by and between certain shareholders of the Company, on the one hand, and one or more of the Acquired Corporations, on the other hand, set forth on Part 5.5(a) of the Company Disclosure Schedule (collectively, the “Shareholder Indemnification Agreements”) shall survive the Closing and remain applicable to such shareholders of the Company in accordance with their terms, and subject to the conditions, limitations and time periods set forth therein, in each case, as in effect on the date hereof; provided, however, that nothing contained in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence 5.5 shall be deemed to have been satisfied if prepaid “tail” amend, modify or “runoff” policies have been obtained by supplement any of such terms, conditions, limitations and time periods as in effect on the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderdate hereof.

Indemnification of Officers and Directors. (a) For six (6) Buyer or the ----------------------------------------- Surviving Corporation shall fulfill and honor in all respects and shall cause to be maintained in effect for a period of four years after the Effective Time, Time the Surviving current provisions regarding exculpation and indemnification of current or former officers and directors (each an "Indemnified Webmillion Person") ----------------------------- contained in the Articles of Incorporation and Bylaws of the Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy as in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance provided that, in the Surviving Company’s event any claim or Merger LLC’sclaims are asserted or made within such four year period, as all rights to indemnification in respect of any claim or claims shall continue until final disposition of any and all such claims; provided, further, that if any claim or claims are made between the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% third and fourth anniversary of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide coverage under this first sentence of this Section 8.12 shall be limited to claims against the Indemnified Webmillion Persons arising from alleged breaches of their respective duties to the Company's shareholders related to this Agreement and the transactions contemplated hereby. For a period of three years after the Effective Time (provided that in the event any claim or claims are asserted or made within such three year period, all rights to indemnification in respect of any claim or claims shall continue until final disposition of any and all such claims), Buyer or the Surviving Corporation shall maintain in effect a policy of directors' and officers' liability insurance with coverage of not less than $5.0 million for those persons who are currently the Company's directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts facts or omissions that events which occurred at or before the Effective Time, including . The agreements contained in respect this Section 8.12 shall survive the closing of the Merger and other transactions contemplated by this Agreement; providedhereby and are intended to be for the benefit of, howeverBuyer, that the amount paid for such prepaid policies does not exceed 300% Company and each of the Current PremiumIndemnified Webmillion Persons and their respective heirs and legal representatives and shall be binding, jointly and severally on all successors and assigns of Buyer and the Company, and shall be enforceable by the Indemnified Webmillion Persons. If such prepaid policies have been obtained prior Notwithstanding anything herein to the Effective Timecontrary, no beneficiary of the Surviving covenants contained in the first sentence of this Section 8.12 shall be entitled to any benefits under the first sentence of this Section 8.12 to the extent such Person's claim for benefits under the first sentence of this Section 8.12 arises from, or gives rise to, a breach of the representations, warranties or covenants of the Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderFounders hereunder.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance its Subsidiaries existing in respect favor of acts those Persons who are current or omissions occurring former directors or officers of the Company or its Subsidiaries at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current PremiumIndemnified Persons”) for their acts and if such premiums for such insurance would at any time exceed 300% omissions as directors and officers, employees or agents of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws (as in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which policies provide provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(a). (b) From the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained Company occurring prior to the Effective Time, the Surviving Company or Merger LLC shall (existing policy of directors’ and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.officers’ 57

Indemnification of Officers and Directors. (a) For a period of six (6) years after following the Effective TimeClosing, Parent will cause the Surviving Company and its Subsidiaries to, and the Company and its Subsidiaries will, continue to indemnify and hold harmless each present and former director and officer of the Company or Merger LLC shall (and Parent shall cause the Surviving Company any of its Subsidiaries against any Liabilities incurred in connection with any Action, whether civil, criminal, administrative or Merger LLC to) maintain officers’ and directors’ liability insurance in respect investigative, arising out of acts or omissions pertaining to matters existing or occurring at on or prior to the Effective Time covering each such person currently covered by Closing, whether asserted or claimed prior to, on or after the Closing, to the fullest extent that the Company would have been permitted under the DGCL or other Applicable Law, the Company Charter and Company Bylaws and organizational or constitutional documents of the Company’s officers’ Subsidiaries, as applicable, in effect on the date hereof and directors’ liability insurance policy in accordance with indemnification agreements set forth on terms with respect to coverage Section 5.12 of the Disclosure Schedule between the Company and amount no less favorable than those of such policy its Subsidiaries and their current and former directors and officers in effect on the date hereof; provided, howeverto indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under Applicable Law). Parent shall not, and shall cause the Surviving Corporation not to, amend the Company Charter, Company By-Laws or applicable organizational documents of the Company’s Subsidiaries in a manner that in satisfying would prevent the Surviving Corporation or its obligation Subsidiaries from performing their obligations under this Section 6.5(a)5.12. The Company will, none of with Parent’s prior written consent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause consent not to be maintained policies of insurance thatunreasonably withheld, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of purchase a six (6) years year extended reporting period endorsement (“reporting tail coverage”) under the Company’s existing directors’ and officers’ liability insurance policy, or a substantially similar policy, with respect to claims arising from acts facts or omissions events that occurred at on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, . In the event that the Surviving Company Corporation or Merger LLC shall its Subsidiaries, or their respective successors or assigns (and Parent shall cause with respect to substantially all of the assets of the Surviving Company Corporation or Merger LLC toa Subsidiary) maintain consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such policies in full force consolidation or merger or transfers or conveys all or a majority of its properties and effect for their full termassets to any Person, then proper provision shall be made so that the successors and continue assigns (with respect to honor substantially all of the assets of the Surviving Corporation or a Subsidiary) of the Surviving Corporation or a Subsidiary shall succeed to the obligations thereunderset forth in this Section 5.12.