Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company (the "Indemnified Persons") for acts and omissions 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 the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware law. (b) 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 acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent may substitute for the Existing Policy a policy or policies of no less favorable coverage, and (ii) Parent shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 175% of the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum). In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 175% of such current annual premium, 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 175% of such current annual premium.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified PersonsINDEMNIFIED PERSONS") for their acts and omissions 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 the indemnification agreements between the Company and said Indemnified Persons By-Laws (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware lawMassachusetts law for a period of six years from the Effective Time. (b) From the Effective Time until the sixth third anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts or and omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing PolicyEXISTING POLICY"), to the extent that directors' and officers' liability insurance coverage is commercially available; providedPROVIDED, howeverHOWEVER, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 175% of $292,500 in the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)aggregate. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 175% of such current annual premiumexceeds $292,500 in the aggregate, Parent the Surviving Corporation 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 175% of such current annual premium$292,500.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for acts and omissions occurring prior to the Effective Time, as provided in the Company's Certificate of Incorporation or Bylaws bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement)) in the forms disclosed by the Company to Parent prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware available under Nevada law. (b) . Parent agrees to guarantee and stand behind the Company's commitments under said indemnification agreements. From the Effective Time until the sixth anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 175% of $475,000 in the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)aggregate. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 175% of such current annual premium$475,000 in the aggregate, Parent the Surviving Corporation 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 175% of such current annual premium$475,000.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for acts and omissions occurring prior to the Effective Time, as provided in the Company's Certificate of Incorporation or Bylaws bylaws (as in effect as of the date of this Agreement) and as provided in the any indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware lawavailable under California law for a period of six years from the Effective Time. (b) From the Effective Time until the sixth anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the any existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); provided, provided however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay an annual premiums premium for the Existing Policy (or for any substitute policies) in excess of 175% of the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)75,000. In the event any future annual premiums premium for the Existing Policy (or any substitute policies) exceed 175% of such current annual premiumexceeds $75,000, Parent the Surviving Corporation 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 an annual premium equal to 175% $75,000. (c) If the Surviving Corporation does not have sufficient capital to comply with its obligations under Section 5.12(b), Parent shall provide the Surviving Corporation with such capital. (d) This Section shall survive the consummation of such current annual premiumthe Merger, is intended to benefit the Indemnified Persons, shall be binding upon all successors and assigns of the Surviving Corporation and Parent and shall be enforceable by the Indemnified Persons.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for their acts and omissions 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 the indemnification agreements between the Company and said Indemnified Persons By-Laws (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware lawMassachusetts law for a period of six years from the Effective Time. (b) From the Effective Time until the sixth third anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts or and omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing Policy"), to the extent that directors' and officers' liability insurance coverage is commercially available; provided, however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 175% of $292,500 in the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)aggregate. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 175% of such current annual premiumexceeds $292,500 in the aggregate, Parent the Surviving Corporation 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 175% of such current annual premium$292,500.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified PersonsINDEMNIFIED PERSONS") for acts and omissions occurring prior to the Effective Time, Time as provided in the Company's Certificate of Incorporation or Bylaws bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware lawavailable under Washington law for a period of six (6) years from the Effective Time. (b) From the Effective Time until the sixth (6th) anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing PolicyEXISTING POLICY"); provided, however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay an annual premiums premium for the Existing Policy (or for any substitute policies) in excess of 175% one hundred and fifty percent (150%) of the current annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)premium. In the event any future annual premiums premium for the Existing Policy (or any substitute policies) exceed 175% exceeds one hundred fifty percent (150%) of such the current annual premium, Parent the Surviving Corporation 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 175% one hundred and fifty percent (150%) of such the current annual premium.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were the current directors and officers of the Company (the "Indemnified Persons") for acts and omissions 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 the indemnification agreements between the Company and said Indemnified Persons officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving CorporationMerger, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to perform all of its obligations arising thereunder for a period of not less than six years from the fullest extent permitted by Delaware lawEffective Time. (b) From the Effective Time until the sixth third anniversary of the date on which the Effective TimeTime occurs, Parent shall cause the Surviving Corporation to maintain in effect, for the benefit of the Indemnified Persons current directors and officers of the Company with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay an annual premiums premium for the Existing Policy (or for any substitute policies) in excess of 175% of the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)225,000. In the event any future annual premiums premium for the Existing Policy (or any substitute policies) exceed 175% of such current annual premiumexceeds $225,000, Parent the Surviving Corporation 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 175% of such current annual premium$225,000.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for acts and omissions 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 the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by available under Delaware lawlaw for a period of six years from the Effective Time. (b) From the Effective Time until the sixth fifth anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay an annual premiums premium for the Existing Policy (or for any substitute policies) in excess of 175200% of the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)current premium. In the event any future annual premiums premium for the Existing Policy (or any substitute policies) exceed 175% of exceeds such current annual premiumlimit, Parent the Surviving Corporation 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 175% of that exceeds such current annual premium.limits. 50

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for acts and omissions occurring prior to the Effective Time, as provided in the Company's Certificate of Incorporation or Bylaws bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement)) in the forms disclosed by the Company to Parent prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware available under Nevada law. Parent agrees to guarantee and stand behind the Company's commitments under said indemnification agreements. (b) From the Effective Time until the sixth anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 175% of $475,000 in the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)aggregate. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 175% of such current annual premium$475,000 in the aggregate, Parent the Surviving Corporation 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 175% of such current annual premium$475,000.

Indemnification of Officers and Directors. (aA) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for acts and omissions 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 the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by available under Delaware lawlaw for a period of five years from the Effective Time. (bB) From the Effective Time until the sixth fifth anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); providedPROVIDED, howeverHOWEVER, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay an annual premiums premium for the Existing Policy (or for any substitute policies) in excess of 175% of the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)168,750. In the event any future annual premiums premium for the Existing Policy (or any substitute policies) exceed 175% of such current annual premiumexceeds $168,750, Parent the Surviving Corporation 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 175% of $168,750. (C) If the Surviving Corporation does not have sufficient capital to comply with its obligations under Section 5.6, Parent shall provide the Surviving Corporation with such current annual premiumcapital.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are are, or were were, directors and officers of the Company (the "Indemnified Persons") for acts and omissions occurring at or 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 AgreementAgreement (the “Indemnified Directors and Officers”) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger Share Exchange and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by Delaware lawLaw for a period of six years from the Effective Time. (b) From the Effective Time until the sixth third anniversary of the Effective Time, Parent shall maintain in effect, for cause to be maintained the benefit current policies of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the existing policy of officers’ and directors' and officers' ’ liability insurance maintained by the Company as of the date of this Agreement (covering persons who are presently covered by the "Existing Policy")Company’s officers’ and directors’ liability insurance policies with respect to actions and omissions occurring on or prior to the Effective Time to the extent available; provided, that policies with third party insurers of similar or better A.M. Best rating of at least the same coverage containing terms and conditions that are not less advantageous to the insured may be substituted therefore; provided, further, that in no event shall Parent be required to maintain insurance coverage pursuant to this Section 5.9 for coverages that are not commercially available or that are only available for an amount per annum in excess of 100% of the current annual premiums with respect to each such policy; provided, however, that (i) Parent may substitute for if the Existing Policy a policy or policies of no less favorable coverage, and (ii) Parent shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 175% of the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum). In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 175% of such current annual premiuminsurance coverage exceed such amount, Parent shall obtain or cause to be entitled to reduce obtained policies with the amount of best coverage available for a cost not exceeding such amount. (c) This Section 5.9 shall survive the consummation of the Existing Policy (or any substitute policies) Share Exchange and the Effective Time, is intended to benefit and may be enforced by the amount of coverage that can Indemnified Directors and Officers and their respective heirs, successors and assigns and shall be obtained for a premium equal to 175% of such current annual premiumbinding on Parent and the Company and their respective successors and assigns.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the "Indemnified Persons") for acts and omissions 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 the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by available under Delaware lawlaw for a period of six years from the Effective Time. (b) From the Effective Time until the sixth fifth anniversary of the Effective Time, Parent the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent the Surviving Corporation may substitute for the Existing Policy a policy or policies of no less favorable comparable coverage, and (ii) Parent the Surviving Corporation shall not be required to pay an annual premiums premium for the Existing Policy (or for any substitute policies) in excess of 175200% of the annual premium payable under the Existing Policy as of the date hereof (which the Company has represented to Parent is $217,373 per annum)current premium. In the event any future annual premiums premium for the Existing Policy (or any substitute policies) exceed 175% of exceeds such current annual premiumlimit, Parent the Surviving Corporation 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 175% of that exceeds such current annual premium.limits. 58