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 directors and officers of the Company as of the date of this Merger Agreement (the "INDEMNIFIED PERSONS") for acts and omissions occurring prior to the Effective Time, as provided in the Company's By-Laws (as in effect as of the date of this Merger Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent permitted by Delaware law for a period of six years from the Effective Time. (b) From the Effective Time until the sixth anniversary of the Effective Time, 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 Merger Agreement in the form disclosed by the Company to Veeco prior to the date of this Merger Agreement (the "EXISTING POLICY"); PROVIDED, HOWEVER, that (i) the Surviving Corporation may in its sole discretion determine to substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any such substitute policies) in excess of 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, in the aggregate. In the event any future annual premiums for the Existing Policy (or any such substitute policies) exceeds 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, in the aggregate, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any such substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% of the premium payable by the Company therefor as of the date of this Merger Agreement.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are directors and officers of the Company any Acquired Corporation as of the date of this Merger Agreement (the "INDEMNIFIED PERSONSIndemnified Persons") for their acts and omissions occurring prior to the Effective Time, as provided in the Company's By-Laws indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Merger Agreement), ) in the forms disclosed by the Company to Parent prior to the date of this Agreement shall survive the Merger Arrangement and shall be observed by the Surviving Corporation to obligation of the fullest extent permitted by Delaware law Company and Parent for a period of six years from the Effective Time. (b) From the Effective Time until the sixth anniversary of the Effective Time, Parent or the Surviving Corporation Company shall maintain in effect, for the benefit of the Indemnified Persons, 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 Merger Agreement in the form disclosed by the Company to Veeco Parent prior to the date of this Merger Agreement (the "EXISTING POLICYExisting Policy"), to the extent that directors' and officers' liability insurance coverage is commercially available; PROVIDEDprovided, HOWEVERhowever, that (i) Parent or the Surviving Corporation Company, as the case may in its sole discretion determine to be, may substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) Parent or the Surviving Corporation Company, as the case may be, shall not be required to pay annual premiums for the Existing Policy (or for any such substitute policies) in excess of 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, $75,000 in the aggregate. In the event any future annual premiums for the Existing Policy (or any such substitute policies) exceeds 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, $75,000 in the aggregate, (A) Parent or the Surviving Corporation Company shall be entitled to reduce the amount of coverage of the Existing Policy (or any such substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% $75,000, and (B) Parent or the Company shall notify the Indemnified Persons of the premium payable amount by which any such future annual premiums exceeds $75,000 in the Company therefor as of aggregate (the date of this Merger Agreement"Excess Amount") and shall permit the Indemnified Persons to pay the Excess Amount.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are the directors and officers of the Company as of the date of this Merger Agreement (the "INDEMNIFIED PERSONS") for acts and omissions occurring prior to the Effective TimeClosing, as provided in the 14. Company's By-Laws Certificate of Incorporation or Bylaws (as in effect as of the date of this Merger Agreement) and as provided in any indemnification agreements between the Company and said officers and directors (as in effect at the Closing), shall survive the Merger Closing and shall be the obligation of and observed by the Surviving Corporation to the fullest extent permitted by Delaware law Company for a period of not less than six (6) years from and after the Effective TimeClosing. (b) From the Effective Time Closing until the sixth third anniversary of the Effective TimeClosing Date, the Surviving Corporation Company shall 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 TimeClosing, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Merger Agreement in the form disclosed by the Company to Veeco prior to the date of this Merger Agreement (the "EXISTING POLICYExisting Policy"); PROVIDEDprovided, HOWEVERhowever, that (i) the Surviving Corporation Company may in its sole discretion determine to substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation Company shall not be required to pay an annual premiums premium for the Existing Policy (or for any such substitute policies) in excess of 150125% of the amount of the last annual premium payable paid by the Company therefor as of prior to the date of this Merger Agreement, in Agreement for the aggregateExisting Policy (the "Past Premium Amount"). In the event any future annual premiums premium for the Existing Policy (or any such substitute policies) exceeds 150% of the premium payable Past Premium Amount by more than 125%, the Company therefor as of the date of this Merger Agreement, in the aggregate, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any such substitute policies) to the amount of coverage that can be obtained for a premium equal to 150125% of the premium payable by Past Premium Amount. (c) This Section 5.7 shall survive the Company therefor Closing, is intended to be for the benefit of, and enforceable by, each person entitled to indemnification as contemplated hereby and each such person's or entity's heirs and representatives, and shall be binding on all successors and assigns of the date of this Merger AgreementCompany.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or have at any time been directors and officers of the Company as of the date of this Merger Agreement (the "INDEMNIFIED PERSONS"“Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company's By-Laws (’s bylaws and certificate of incorporation as in effect as of the date of this Merger Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent permitted by available under Delaware law for a period of six (6) years from the Effective Time. (b) From Provided that the Effective Time until the sixth anniversary officers of the Effective TimeCompany as of the date hereof prepare and execute the application with respect thereto, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons, Persons with respect to their acts or and omissions occurring prior to the Effective Time, the existing a “tail” policy of directors' ’ and officers' ’ liability insurance (the “Tail Policy”) covering the period of time from the Effective Time until up to the sixth (6th) anniversary of the Effective Time, providing comparable coverage to the existing directors’ and officers’ liability Insurance Policy maintained by the Company as of the date of this Merger Agreement in the form disclosed by the Company to Veeco prior to the date of this Merger Agreement (the "EXISTING POLICY")hereof; PROVIDEDprovided, HOWEVERhowever, that (i) the Surviving Corporation may in its sole discretion determine to substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation shall not be required to pay annual premiums an aggregate premium for the Existing such Tail Policy (or for any such substitute policies) in excess of 150% of the premium payable by the Company therefor as of the date of this Merger Agreement$1,500,000, and, in the aggregate. In event the event any future annual premiums aggregate premium for the Existing such Tail Policy (or any such substitute policies) exceeds 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, in the aggregate$1,500,000, the Surviving Corporation shall be entitled to reduce alter the amount of such coverage of under the Existing Tail Policy (or any to such substitute policies) to the amount of coverage that can be obtained for a an aggregate premium equal to 150% $1,500,000. (c) In the event Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.5, proper provision shall be made so that the successors and assigns of Parent assume the obligations set forth in this Section 6.5, and none of the premium payable actions described in clause “(i)” or clause “(ii)” shall be taken until such provision is made. (d) Parent shall cause the Surviving Corporation to perform all of the Surviving Corporation’s obligations under this Section 6.5. The provisions of this Section 6.5 shall be enforceable by each Indemnified Person and his heirs and representatives, and are in addition to and not in substitution for, any other right to indemnification or contribution that such Indemnified Person may have under the certificate of incorporation and bylaws of the Company therefor as or the Surviving Corporation, under any acquisition Contract, under the DGCL or otherwise. (e) Notwithstanding any other provision in this Agreement to the contrary, the provisions of this Section 6.5 may not be amended or modified without the approval of each of the date of this Merger AgreementIndemnified Persons.

Indemnification of Officers and Directors. (a) All Buyer and the Company agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, now existing in favor of those Persons who are the current or former directors and or officers of the Company (each, a “Company Indemnitee”) as provided in the organizational documents of the Company or in any Contract with the Company as in effect on the date of this Merger Agreement shall survive the Closing and shall continue in full force and effect. (b) Buyer shall cause the "INDEMNIFIED PERSONS") for acts Company to maintain in effect any and omissions occurring prior to the Effective Timeall exculpation, as provided indemnification and advancement of expenses provisions currently existing in the organizational documents of the Company's By-Laws (as , or in any indemnification agreements of the Company with any of the Company Indemnitees, in each case in effect as of the date of this Merger Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent permitted by Delaware law for a period of six years from the Effective Time. (b) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons, with respect to acts or omissions occurring at or prior to the Closing. (c) Prior to the Effective Time, the existing policy of directors' and officers' Company shall purchase a prepaid “tail” liability insurance maintained by policy, for any claims-made Insurance Policies, with a policy period of no less than six (6) years from the Company Effective Time and which shall provide full prior acts coverage for alleged wrongful acts or omissions occurring at or prior to the Effective Time (the “D&O Tail Policy”). The D&O Tail Policy shall be effective as of the date Effective Time and shall provide for policy limits, terms, conditions, retentions, and levels of this Merger Agreement coverage at least as favorable in the form disclosed by the Company to Veeco prior aggregate to the date directors, managers, and officers covered under such insurance policies as the policy limits, terms, conditions, retentions, and levels of this Merger Agreement (coverage in the "EXISTING POLICY"); PROVIDED, HOWEVER, that (i) the Surviving Corporation may in its sole discretion determine to substitute for the Existing Policy a policy or existing policies of comparable coverage, and (ii) the Surviving Corporation Company. The aggregate amount necessary to purchase such D&O Tail Policy coverage shall not be required referred to pay annual premiums for as the Existing Policy (or for any such substitute policies) in excess of 150“D&O Tail Premium.” Sellers shall bear 50% of the premium payable by the Company therefor as cost of the date of this Merger Agreement, in D&O Tail Premium as a Transaction Expense and the aggregate. In the event any future annual premiums for the Existing Policy (or any such substitute policies) exceeds 150Buyer shall bear 50% of the premium payable by the Company therefor as cost of the date D&O Tail Premium. (d) During the term of this Merger Agreementthe Tail Policy, in none of the aggregateBuyer, the Surviving Corporation Company, nor any of their respective Affiliates shall take any action following the Closing to cause the Tail Policy to be cancelled or any provision therein to be amended or waived; provided, however, that none of the Buyer, the Surviving Corporation, or any of their respective Affiliates shall be entitled obligated to reduce the amount pay any premiums or other amounts in respect of coverage of the Existing Policy (or any such substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% of the premium payable by the Company therefor as of the date of this Merger AgreementD&O Tail Policy.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or have at any time been directors and officers of the Company as of the date of this Merger Agreement (the "INDEMNIFIED PERSONS"“Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company's By-Laws (’s bylaws and articles of incorporation and under indemnification agreements listed in Section 2.14 of the Company Disclosure Letter as in effect as of the date of this Merger Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent permitted by Delaware available under applicable law for a period of six years from the Effective Time. (b) From Provided that the Effective Time until the sixth anniversary officers of the Effective TimeCompany as of the date hereof prepare and execute the application with respect thereto, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons, Persons with respect to their acts or and omissions occurring prior to the Effective Time, the existing a prepaid “tail” policy of directors' ’ and officers' ’ liability insurance (the “Tail Policy”) covering the period of time from the Effective Time until the sixth anniversary of the Effective Time, to the extent that directors’ and officers’ liability insurance coverage is commercially available providing coverage that is no less favorable, in all material respects, to the Indemnified Persons than that provided under the existing directors’ and officers’ liability insurance policy maintained by the Company as of the date of this Merger Agreement in the form disclosed by the Company to Veeco prior to the date of this Merger Agreement (the "EXISTING POLICY")hereof; PROVIDEDprovided, HOWEVERhowever, that (i) the Surviving Corporation may in its sole discretion determine to substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation shall not be required to pay annual premiums an aggregate premium for the Existing such Tail Policy (or for any such substitute policies) in excess of 150% of the premium payable by the Company therefor as of the date of this Merger Agreement$165,000, and, in the aggregate. In event the event any future annual premiums aggregate premium for the Existing such Tail Policy (or any such substitute policies) exceeds 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, in the aggregate$165,000, the Surviving Corporation shall be entitled to reduce alter the amount terms of such coverage and/or period of such coverage under the Tail Policy to such terms of coverage and/or period of the Existing Policy (or any such substitute policies) to the amount of coverage time that can be obtained for a an aggregate premium equal to 150% of the premium payable by the Company therefor as of the date of this Merger Agreement$165,000.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are directors and officers of the Company as of the date of this Merger Agreement (the "INDEMNIFIED PERSONSIndemnified Persons") for acts and omissions occurring prior to the Effective Time, as provided in the Company's By-Laws Articles of Incorporation, Bylaws (as in effect as of the date of this Merger 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 Merger, and Parent shall be guarantee that all such rights are observed by the Surviving Corporation to the fullest extent permitted by Delaware California law for a period of six seven years from the Effective Time. (b) From the Effective Time until the sixth seventh anniversary of the Effective Time, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons, 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 Merger Agreement in the form disclosed by the Company to Veeco Parent prior to the date of this Merger Agreement (the "EXISTING POLICYExisting Policy"); PROVIDED, HOWEVER, that (i) the Surviving Corporation may in its sole discretion determine to substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any such substitute policies) in excess of 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, $235,638 in the aggregate. In the event any future annual premiums for the Existing Policy (or any such substitute policies) exceeds 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, exceed $235,638 in the aggregate, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any such substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% of the premium payable by the Company therefor as of the date of this Merger Agreement$235,638.

Indemnification of Officers and Directors. (aA) All rights to indemnification by the Company existing in favor of those Persons each individual who are directors and officers is an officer or director of the Company as of the date of this Merger Agreement (the each such individual, an "INDEMNIFIED PERSONSIndemnified Person") for his acts and omissions as a director or officer of the Company occurring prior to the Effective TimeTime of Merger I, as provided in the Company's By-Laws bylaws (as in effect as of the date of this Merger Agreement)) and as provided in the Indemnification Contract between the Company and such Indemnified Person (as in effect as of the date of this Agreement) in the form disclosed by the Company to Parent prior to the date of this Agreement, shall survive the Merger I and shall be observed by the Surviving Corporation continue in full force and effect (to the fullest extent permitted by such rights to indemnification are available under and are consistent with Delaware law law) for a period of six two (2) years from the Effective Timedate on which Merger I becomes effective. (bB) From the Effective Time of Merger I until the sixth second anniversary of the Effective Timedate on which Merger I becomes effective, the Surviving Corporation Entity shall maintain in effect, for the benefit of the Indemnified Persons, Persons with respect to their acts or and omissions as directors and officers of the Company occurring prior to the Effective TimeTime of Merger I, the existing policy of Existing D&O Policies, to the extent that directors' and officers' liability insurance maintained by the Company as of the date of this Merger Agreement in the form disclosed by the Company to Veeco prior to the date of this Merger Agreement (the "EXISTING POLICY")coverage is available on commercially reasonable terms; PROVIDEDprovided, HOWEVERhowever, that that: (i) the Surviving Corporation Entity may in its sole discretion determine to substitute for the Existing Policy D&O Policies a policy or policies of comparable coverage, and ; (ii) the Surviving Corporation Entity shall not be required to pay annual premiums for the Existing Policy D&O Policies (or for any such substitute policies) in excess of 150% of the premium payable by the Company therefor as of the date of this Merger Agreement, in the aggregate. In the event any future annual premiums for the Existing Policy (or any such substitute policies) exceeds 150% of the premium payable by the Company therefor as of the date of this Merger Agreementthat exceed, in the aggregate, $135,000 (the Surviving Corporation "Maximum Premium"); and (iii) in the event the annual premiums are more than the Maximum Premium, the former officers and directors of the Company shall be entitled allowed to reduce fund the amount of coverage of difference in order that the Existing Policy (or any such substitute policies) to the amount of coverage that can policy may be obtained maintained for a premium equal to 150% of the premium payable by the Company therefor as of the date of this Merger Agreementtheir benefit.

Indemnification of Officers and Directors. (a) All rights to indemnification indemnification, whether pursuant to the Organizational Documents of the Company or a Subsidiary of the Company, by Contract, by Law or otherwise, existing in favor of those Persons who are directors are, or were, directors, officers and officers employees of the Company as of and its Subsidiaries at or prior to the date of this Merger Agreement (the "INDEMNIFIED PERSONSIndemnified Persons") for acts and omissions occurring prior to the Effective Time, as provided in the Company's By-Laws (as in effect as of the date of this Merger Agreement), shall will survive the Merger and shall will be observed by the Surviving Corporation and its Subsidiaries to the fullest extent permitted by Delaware law Law, including the DGCL, for a period of six years from the Effective TimeClosing Date (the "Indemnification Period"). (b) From During the Effective Time until the sixth anniversary of the Effective TimeIndemnification Period, the Surviving Corporation shall will maintain in effect, for the benefit of the Indemnified Persons, Persons with respect to acts or omissions occurring prior to the Effective TimeClosing Date, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Merger Agreement in the form disclosed by the Company to Veeco Buyer prior to the date of this Merger Agreement (the "EXISTING POLICYExisting Policy"); PROVIDEDprovided, HOWEVERhowever, that (i) the Surviving Corporation may in its sole discretion determine to substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation shall will not be required to pay annual premiums for the Existing Policy (or for any such substitute policiespolicies for which premiums are payable on an annual basis) in excess of 150125% of the per annum rate of premium payable by the Company therefor paid as of the date of this Merger Agreementhereof for the Existing Policy, and (iii) in the aggregatecase of any substitute policy such as a "runoff policy" for which the applicable premium is payable on a one time basis to obtain coverage for the entire Indemnification Period, the Surviving Corporation will not be required to pay an aggregate amount in respect of such premium in excess of 750% of the per annum rate of premium paid as of the date hereof for the Existing Policy. In the event any the future annual premiums for the Existing Policy (or any such substitute policies) exceeds 150% exceed the threshold amounts set forth in clauses (ii) and (iii) of the premium payable by the Company therefor as of the date of this Merger Agreement, in the aggregatepreceding sentence, the Surviving Corporation shall will be entitled to reduce the amount of coverage of the Existing Policy (or any such substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% of amounts that are within threshold amounts set forth in clauses (ii) or (iii), as the premium payable by the Company therefor as of the date of this Merger Agreementcase may be.