Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and each Company Subsidiary in favor of those Persons who are former or current directors and officers of the Company or a Company Subsidiary as of the date of this Agreement and any Person who becomes a director or officer of the Company or a Company Subsidiary prior to the Control Time (the “Indemnified Persons”) for their acts and omissions as directors and officers occurring prior to the Control Time, as provided in the certificate of incorporation or bylaws of the Company or of a Company Subsidiary (as in effect as of the date of this Agreement or, with respect to any Person who becomes a director or officer of the Company or a Company Subsidiary, as of the Control Time, to the extent such agreement is substantially the same as the indemnification agreements in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date of this Agreement) Made Available to Parent, which obligations shall survive the Merger, are hereby assumed by the Surviving Corporation and shall continue in full force and effect for a period of six years from the Effective Time and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4.

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shallFor a period of six years after the First Merger Effective Time, and Parent shall cause the Surviving Corporation and its Subsidiaries Subsidiaries, and from and after the Second Merger Effective Time, Parent shall cause the Surviving Company and its Subsidiaries, to indemnify and hold harmless, and provide advancement of expenses to, honor and fulfill in all respects the obligations of the Company and each Company Subsidiary in favor of those Persons who are current or former or current directors and officers of the Company or a Company Subsidiary as of the date of this Agreement and any Person person who becomes a director or officer of any of the Company or a Company Subsidiary Entities prior to the Control First Merger Effective Time (the “Indemnified PersonsParties”) for their acts and omissions as to the fullest extent that applicable Legal Requirements permit such company to indemnify its own directors and officers occurring prior to officers. For six years after the Control First Merger Effective Time, as provided in Parent shall cause the certificate of incorporation or bylaws of the Surviving Company or of a Company Subsidiary (as to maintain in effect as the provisions in (i) the organizational documents of the date each Company Entity; and (ii) any other agreements of this Agreement orany Company Entity with any of Indemnified Parties, with respect to any Person who becomes a director or officer in each case, regarding elimination of the Company or a Company Subsidiaryliability, as indemnification of the Control Timeofficers, to the extent such agreement is substantially the same as the indemnification agreements directors and employees and advancement of expenses that are in effect as of existence on the date of this Agreement) , and as provided no such provision shall be amended, modified or repealed in any indemnification agreements between manner that would adversely affect the Company rights or a Company Subsidiary protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the First Merger Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and said Indemnified Persons (as in effect as the consummation of the date Merger or any of this Agreement) Made Available to Parent, which obligations shall survive the Merger, are hereby assumed by the Surviving Corporation and shall continue in full force and effect for a period of six years from the Effective Time and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4other Contemplated Transactions).

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shall, and Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Surviving Corporation and Company or its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and each Company Subsidiary existing in favor of those Persons who are current or former directors or current directors and officers of the Company or a Company Subsidiary as of the date of this Agreement and any Person who becomes a director its Subsidiaries at or officer of the Company or a Company Subsidiary prior to the Control Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers officers, employees or agents of the Company or its Subsidiaries occurring prior to the Control Effective Time, as provided in the Company’s certificate of incorporation or bylaws of the Company or of a Company Subsidiary (as in effect as of the date of this Agreement or, with respect to any Person who becomes a director or officer of the Company or a Company Subsidiary, as of the Control Time, to the extent such agreement is substantially the same as the indemnification agreements in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date of this Agreement) Made Available identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to Parent, which obligations shall survive the Merger, are hereby assumed Merger and be observed and performed by the Surviving Corporation and shall continue in full force and effect any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Effective Time and Closing Date, which provisions governing such rights shall not be terminated amended, repealed, abrogated or otherwise modified in such a any manner as to 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 to whom 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 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.45.4(a).

Indemnification of Officers and Directors. (a) The Surviving Corporation shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and each Company Subsidiary existing in favor of those Persons who are current or former directors or current directors and officers of the Company or a Company Subsidiary as of the date of this Agreement and any Person who becomes a director its Subsidiaries at or officer of the Company or a Company Subsidiary prior to the Control Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers officers, employees or agents of the Company or its Subsidiaries occurring prior to the Control Effective Time, as provided in the Company’s certificate of incorporation or bylaws of the Company or of a Company Subsidiary (as in effect as of the date of this Agreement or, with respect to any Person who becomes a director or officer of the Company or a Company Subsidiary, as of the Control Time, to the extent such agreement is substantially the same as the indemnification agreements in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date of this Agreement) Made Available identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to Parent, which obligations shall survive the Merger, are hereby assumed by the Surviving Corporation Merger and shall continue in full force and effect for in accordance with their terms to the fullest extent permitted by Delaware law. For a period of six (6) years from the Effective Time Closing Date, the Surviving Corporation shall 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 current or former directors and officers as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be terminated amended, repealed or otherwise modified in such a any manner as to that would adversely affect any Indemnified right thereunder of any Person to whom this Section 6.4 applies benefited by such provisions without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4person’s prior written consent.

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and each Company Subsidiary in favor of those Persons who are former or current directors and officers of the Company or a Company Subsidiary as of the date of this Agreement and any Person who becomes a director or officer of the Company or a Company Subsidiary prior to the Control Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers occurring prior to the Control Effective Time, as provided in the certificate of incorporation or bylaws of the Company or of a Company Subsidiary (as in effect as of the date of this Agreement or, with respect to any Person who becomes a director or officer of the Company or a Company Subsidiary, as of the Control Effective Time, to the extent such agreement is substantially the same as the indemnification agreements in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date of this Agreement) Made Available to Parent, which obligations shall survive the Merger, are hereby assumed by the Surviving Corporation Merger and shall continue in full force and effect for a period of six years from the Effective Time and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4.

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shall, and Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Surviving Corporation and Company or its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and each Company Subsidiary existing in favor of those Persons who are current or former directors or current directors and officers of the Company or a Company Subsidiary as of the date of this Agreement and any Person who becomes a director its Subsidiaries at or officer of the Company or a Company Subsidiary prior to the Control Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers officers, employees or agents of the Company or its Subsidiaries occurring prior to the Control Effective Time, as provided in the Company’s certificate of incorporation or bylaws of the Company or of a Company Subsidiary (as in effect as of the date of this Agreement or, with respect to any Person who becomes a director or officer of the Company or a Company Subsidiary, as of the Control Time, to the extent such agreement is substantially the same as the indemnification agreements in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date of this Agreement) Made Available identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to Parent, which obligations shall survive the Merger, are hereby assumed Merger and be observed and performed by the Surviving Corporation and shall continue in full force and effect any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Effective Time and Closing Date, which provisions governing such rights shall not be terminated amended, repealed, abrogated or otherwise modified in such a any manner as to 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 to whom 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 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.45.5(a).

Indemnification of Officers and Directors. (a) The Surviving Corporation All rights to indemnification, advancement of expenses and its Subsidiaries shall, and Parent shall cause exculpation by the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations Company existing as of the Company and each Company Subsidiary Agreement Date in favor of those Persons who are former or current directors and officers of the Company or a Company Subsidiary as of the date of this Agreement Date or have been directors and any Person who becomes a director or officer officers of the Company or a Company Subsidiary prior to in the Control Time past (the “Indemnified Persons”) for their acts and omissions as directors and officers occurring prior to the Control Effective Time, including in respect of the Transactions, as provided in the certificate of incorporation or and bylaws of the Company or of a Company Subsidiary (as in effect as of the Agreement Date) and as provided in the indemnification agreements between the Company and said Indemnified Persons set forth on Section 7.4(a) of the Company Disclosure Schedule shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by Parent, the Surviving Corporation and their successors and assigns to the fullest extent available under Delaware Law for a period of six (6) years from the Effective Time, and any claim made pursuant to such rights within such six (6) year period shall continue to be subject to this Section 7.4(a) and the rights provided under this Section 7.4(a) until disposition of such claim. (b) From and after the Effective Time until the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under applicable Laws and the certificate of this incorporation and bylaws of the Company (as in effect as of the Agreement orDate), indemnify and hold harmless each Indemnified Person in his or her capacity as an officer or director of the Company against all losses, claims, damages, liabilities (including amounts paid in settlement or compromise), fees, expenses, judgments or fines incurred by such Indemnified Person as an officer or director of the Company in connection with respect to any pending or threatened Legal Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person who becomes is or was a director or officer of the Company at or a Company Subsidiaryprior to the Effective Time and pertaining to any and all matters pending, as existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including any such matter arising under any claim with respect to the Transactions. Without limiting the foregoing, from the Effective Time until the sixth (6th) anniversary of the Control Timedate on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent such agreement is substantially permitted under applicable Laws and the same as the indemnification agreements in effect as certificate of incorporation and bylaws of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date Agreement Date), advance reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 7.4(b), subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this AgreementSection 7.4(b). (c) Made Available to ParentFrom the Effective Time until the sixth (6th) anniversary of the Effective Time, which obligations shall survive the Merger, are hereby assumed by the Surviving Corporation shall maintain, and Parent shall continue cause the Surviving Corporation to maintain, in full force effect, a directors’ and effect officers’ liability insurance, providing coverage no less favorable to the insureds than the policy maintained by the Company as of the Agreement Date, for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), including terms with respect to coverage, deductibles and amounts no less favorable than the currently existing policy, or, at or prior to the Effective Time, Parent or the Company may (through a period nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, conditioned or delayed)) purchase a six (6)-year “tail” policy for the existing policy effective as of six years from the Effective Time and shall not be terminated or modified in if such a manner as to adversely affect any Indemnified Person to whom this Section 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies “tail policy” has been obtained, it shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4.deemed to satisfy all obligations to