Common use of Officers’ and Directors’ Indemnification and Insurance Clause in Contracts

Officers’ and Directors’ Indemnification and Insurance. (a) From and after the Effective Time, each of Buyer and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Seller and the Seller Subsidiaries (in each case, when acting in such capacity) (each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of matters existing or occurring before or after the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to the fact that such person is or was a director or officer of Seller or any Seller Subsidiaries or is or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity with respect to any Seller Compensation and Benefit Plan, including, without limitation, any matters arising in connection with or related to the negotiation, execution, and performance of this Agreement or any of the transactions contemplated hereby, and Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by such Indemnified Party in connection therewith (provided that any 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), to the same extent to which such Indemnified Party would be entitled to be indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any applicable Seller Subsidiary. (b) Upon, and for a period of six years after, the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, or circumstances that occurred at or before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to expend an amount that exceeds 150% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities of the Surviving Corporation or all or substantially all of its assets, to any person or entity, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after the Effective Time, each of Buyer and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Seller and the Seller its Subsidiaries (in each case, when acting in such capacity) (each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ feesattorney’s fees ), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of matters existing or occurring before or after the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to of the fact that such person is or was a as director or officer of Seller or any Seller of its Subsidiaries and pertaining to matters existing or is occurring at or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity with respect to any Seller Compensation and Benefit Plan, including, without limitation, any matters arising in connection with or related prior to the negotiationEffective Time, execution, and performance including the transactions contemplated by this Agreement to same extent as such persons are indemnified as of the date of this Agreement by Seller pursuant to applicable law as effect on the date of this Agreement, the Seller’s Articles of Incorporation and Bylaws or the governing or organizational documents of any Subsidiary of the transactions contemplated hereby, Seller; and Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by such Indemnified Party in connection therewith (provided to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by Seller pursuant to the Seller’s Articles of Incorporation and Bylaws or the governing or organizational documents of any Subsidiary of Seller; provided, that any 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), to the same extent to which such Indemnified Party would be entitled to be indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to indemnification under applicable law as effect on the date of this Agreement, Agreement or the Seller’s articles Articles of incorporation Incorporation and bylaws or the governing or organizational documents of any applicable Seller SubsidiaryBylaws. (b) Upon, and for For a period of six (6) years after, after the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that which are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, facts or circumstances that events which occurred at or before the Effective Time; provided, however, however that the Surviving Corporation shall not be obligated to expend an amount that exceeds 150% in excess of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries $250,000 (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance thatwhich, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, of Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after For a period of six years following the Effective Time, each of Buyer shall, to the fullest extent permitted by applicable law and the Surviving Corporation shall indemnify Seller’s Articles of Incorporation and Code of Regulations, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each present and former director and officer of person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a Seller and the Director or a Seller Subsidiaries Officer (in each caseeach, when acting in such capacity) (each an “Indemnified PartyIndemnifiedParty”) against any all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative adminis­trative or investigative, whether arising out of matters existing actions or omissions occurring before on or after prior to the Effective TimeTime (including, without limitation, matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining ; provided that any determination required to the fact that such person is or was a director or officer of Seller or any Seller Subsidiaries or is or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity be made with respect to any Seller Compensation and Benefit Planwhether an Indemnified Party’s conduct complies with the standards set forth under applicable law for indemnification shall be made by the court in which the claim, includingaction, without limitation, any matters arising in connection with suit or related proceeding was brought or by independent counsel (which shall not be counsel that provides material services to the negotiation, execution, and performance of this Agreement or any of the transactions contemplated hereby, and Buyer) selected by Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by reasonably acceptable to such Indemnified Party in connection therewith (provided that any 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), to the same extent to which such Indemnified Party would be entitled to be indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any applicable Seller SubsidiaryParty. (b) Upon, and for a period of six years after, the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, or circumstances that occurred at or before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to expend an amount that exceeds 150% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (c) For a period of six years from the Effective Time, Buyer shall provide that portion of directors’ and officers’ liability insurance that serves to reimburse the Seller Officers and Seller Directors (determined as of the Effective Time) (as opposed to Seller) with respect to claims against the such Seller Officers and Seller Directors arising from facts or events which occurred before the Effective Time, on terms no less favorable than those in effect on the date hereof; provided, however, that Buyer may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the date hereof; provided, however that in no event shall Buyer be required to expend more than an aggregate of $150,000.00 (the “Insurance Amount”) to maintain or procure such directors’ and officers’ liability insurance coverage; provided, further that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.06(c), Buyer shall obtain as much comparable insurance as, in the good faith judgment of the Surviving Corporation’s board, is available for the Insurance Amount. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after the Effective Time, each of Buyer and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Seller and the Seller its Subsidiaries (in each case, when acting in such capacity) (each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ feesattorney’s fees ), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of matters existing or occurring before or after the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to of the fact that such person is or was a director or officer of Seller or any Seller of its Subsidiaries and pertaining to matters existing or is occurring at or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity with respect to any Seller Compensation and Benefit Plan, including, without limitation, any matters arising in connection with or related prior to the negotiationEffective Time, execution, and performance of this Agreement or any of including the transactions contemplated hereby, and Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by such Indemnified Party in connection therewith (provided that any 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), this Agreement to the same extent to which as such Indemnified Party would be entitled to be persons are indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; and Buyer and the Surviving Corporation shall also advance expenses as incurred by such Indemnified Party to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by Seller pursuant to the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; provided, that 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 under applicable Seller Subsidiarylaw as effect on the date of this Agreement or the Seller’s articles of incorporation and bylaws. (b) Upon, and for For a period of six (6) years after, after the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that which are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, facts or circumstances events that occurred at or before the Effective Time; provided, however, however that the Surviving Corporation shall not be obligated to expend an amount that exceeds more than 150% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained annual amount expended by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, of Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after the Effective Time, each of Buyer and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Seller and the Seller its Subsidiaries (in each case, when acting in such capacity) (each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ feesattorney’s fees ), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of matters existing or occurring before or after the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to of the fact that such person is or was a director or officer of Seller or any Seller of its Subsidiaries and pertaining to matters existing or is occurring at or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity with respect to any Seller Compensation and Benefit Plan, including, without limitation, any matters arising in connection with or related prior to the negotiationEffective Time, execution, and performance of this Agreement or any of including the transactions contemplated hereby, and Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by such Indemnified Party in connection therewith (provided that any 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), this Agreement to the same extent to which as such Indemnified Party would be entitled to be persons are indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; and Buyer and the Surviving Corporation shall also advance expenses as incurred by such Indemnified Party to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by Seller or Seller Sub pursuant to the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; provided, that 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 under applicable Seller Subsidiarylaw as effect on the date of this Agreement or such governing or organizational documents. (b) Upon, and for For a period of six (6) years after, after the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that which are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, facts or circumstances events that occurred at or before the Effective Time; provided, however, however that the Surviving Corporation shall not be obligated to expend an amount that exceeds 150more than 300% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained annual amount expended by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, of Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after the Effective Time, each of Buyer and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Seller and the Seller its Subsidiaries (in each case, when acting in such capacity) (each an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ feesattorney’s fees ), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of matters existing or occurring before or after the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining to of the fact that such person is or was a director or officer of Seller or any Seller of its Subsidiaries and pertaining to matters existing or is occurring at or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity with respect to any Seller Compensation and Benefit Plan, including, without limitation, any matters arising in connection with or related prior to the negotiationEffective Time, execution, and performance of this Agreement or any of including the transactions contemplated hereby, and Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by such Indemnified Party in connection therewith (provided that any 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), this Agreement to the same extent to which as such Indemnified Party would be entitled to be persons are indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; and Buyer and the Surviving Corporation shall also advance expenses as incurred by such Indemnified Party to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by Seller pursuant to the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; provided, that 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 under applicable Seller Subsidiarylaw as effect on the date of this Agreement or the Seller’s articles of incorporation and bylaws. (b) Upon, and for For a period of six four (4) years after, after the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, facts or circumstances that events which occurred at or before the Effective Time; provided, however, however that the Surviving Corporation shall not be obligated to expend an annual amount that exceeds more than 150% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained annual amount expended by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, of Buyer, may obtain at or prior to the Effective Time a sixfour-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after For a period of six years following the Effective Time, each of Buyer shall, to the fullest extent permitted by applicable law and the Surviving Corporation shall indemnify Seller’s Articles of Incorporation and Code of Regulations, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each present and former director and officer of person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a Seller and the Director or a Seller Subsidiaries Officer (in each caseeach, when acting in such capacity) (each an “Indemnified Party”) against any all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of matters existing actions or omissions occurring before on or after prior to the Effective TimeTime (including, without limitation, matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining ; provided that any determination required to the fact that such person is or was a director or officer of Seller or any Seller Subsidiaries or is or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity be made with respect to any Seller Compensation and Benefit Planwhether an Indemnified Party’s conduct complies with the standards set forth under applicable law for indemnification shall be made by the court in which the claim, includingaction, without limitation, any matters arising in connection with suit or related proceeding was brought or by independent counsel (which shall not be counsel that provides material services to the negotiation, execution, and performance of this Agreement or any of the transactions contemplated hereby, and Buyer) selected by Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by reasonably acceptable to such Indemnified Party in connection therewith (provided that any 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), to the same extent to which such Indemnified Party would be entitled to be indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any applicable Seller SubsidiaryParty. (b) Upon, and for a period of six years after, the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, or circumstances that occurred at or before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to expend an amount that exceeds 150% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (c) For a period of six years from the Effective Time, Buyer shall provide that portion of directors’ and officers’ liability insurance that serves to reimburse the Seller Officers and Seller Directors (determined as of the Effective Time) (as opposed to Seller) with respect to claims against the such Seller Officers and Seller Directors arising from facts or events which occurred before the Effective Time, on terms no less favorable than those in effect on the date hereof; provided, however, that Buyer may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the date hereof; provided, however that in no event shall Buyer be required to expend more than an aggregate of $150,000.00 (the “Insurance Amount”) to maintain or procure such directors’ and officers’ liability insurance coverage; provided, further that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.06(c), Buyer shall obtain as much comparable insurance as, in the good faith judgment of the Surviving Corporation’s board, is available for the Insurance Amount. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after For a period of six years following the Effective Time, each Buyer shall, to the fullest extent permitted by applicable law and Seller’s Articles of Buyer Incorporation and the Surviving Corporation shall indemnify Bylaws, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each present and former director and officer of person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a Seller and the Director or a Seller Subsidiaries Officer (in each caseeach, when acting in such capacity) (each an “Indemnified Party”) against any all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising out of matters existing actions or omissions occurring before on or after prior to the Effective TimeTime (including, without limitation, matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining ; provided that any determination required to the fact that such person is or was a director or officer of Seller or any Seller Subsidiaries or is or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity be made with respect to any Seller Compensation whether an Indemnified Party’s conduct complies with the standards set forth under applicable law or Seller’s Articles of Incorporation and Benefit PlanBylaws for indemnification shall be made by the court in which the claim, includingaction, without limitation, any matters arising in connection with suit or related proceeding was brought or by independent counsel (which shall not be counsel that provides material services to the negotiation, execution, and performance of this Agreement or any of the transactions contemplated hereby, and Buyer) selected by Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by reasonably acceptable to such Indemnified Party in connection therewith (provided that any 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), to the same extent to which such Indemnified Party would be entitled to be indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any applicable Seller SubsidiaryParty. (b) Upon, and for a period of six years after, the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, or circumstances that occurred at or before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to expend an amount that exceeds 150% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (c) For a period of six years from the Effective Time, Buyer shall provide that portion of directors’ and officers’ liability insurance that serves to reimburse the Seller Officers and Seller Directors (determined as of the Effective Time) (as opposed to Seller) with respect to claims against the such Seller Officers and Seller Directors arising from facts or events which occurred before the Effective Time, on terms no less favorable than those in effect on the date hereof; provided, however, that Buyer may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the date hereof; provided, however that in no event shall Buyer be required to expend more than an aggregate of $100,000 (the “Insurance Amount”) to maintain or procure such directors’ and officers’ liability insurance coverage; provided, further, that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.06(c), Buyer shall obtain as much comparable insurance as, in the good faith judgment of the Surviving Corporation’s board, is available based on the Insurance Amount. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) From and after For a period of six years following the Effective Time, each Buyer shall, to the fullest extent permitted by applicable law and Seller’s Articles of Buyer Incorporation and the Surviving Corporation shall indemnify Bylaws, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each present and former director and officer of person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a Seller and the Director or a Seller Subsidiaries Officer (in each caseeach, when acting in such capacity) (each an “Indemnified Party”) against any all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative adminis­trative or investigative, whether arising out of matters existing actions or omissions occurring before on or after prior to the Effective TimeTime (including, without limitation, matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at, at or after the Effective Time, based in whole or in part, or arising in whole or in part out of, or pertaining ; provided that any determination required to the fact that such person is or was a director or officer of Seller or any Seller Subsidiaries or is or was serving at the request of Seller or a Seller Subsidiary as a director, officer, employee, trustee, or other agent of any other organization or in any capacity be made with respect to any Seller Compensation whether an Indemnified Party’s conduct complies with the standards set forth under applicable law or Seller’s Articles of Incorporation and Benefit PlanBylaws for indemnification shall be made by the court in which the claim, includingaction, without limitation, any matters arising in connection with suit or related proceeding was brought or by independent counsel (which shall not be counsel that provides material services to the negotiation, execution, and performance of this Agreement or any of the transactions contemplated hereby, and Buyer) selected by Buyer and the Surviving Corporation shall also advance expenses (including, for the avoidance of doubt, reasonable attorneys’ fees) as incurred by reasonably acceptable to such Indemnified Party in connection therewith (provided that any 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), to the same extent to which such Indemnified Party would be entitled to be indemnified as of the date of this Agreement by Seller and/or a Seller Subsidiary pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any applicable Seller SubsidiaryParty. (b) Upon, and for a period of six years after, the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from actions, omissions, facts, events, matters, or circumstances that occurred at or before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to expend an amount that exceeds 150% of the current premium attributable to the current policies of directors’ and officers’ liability insurance maintained by Seller and the Seller Subsidiaries (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of, Buyer, may obtain at or prior to the Effective Time a six-year “tail” policy under Seller’s and Seller Subsidiaries’ existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed the Premium Cap. (c) If Buyer, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the equity securities stock of the Surviving Corporation or all or substantially all of its assets, to any person or entityperson, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section 6.06 and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (c) For a period of six years from the Effective Time, Buyer shall provide that portion of directors’ and officers’ liability insurance that serves to reimburse the Seller Officers and Seller Directors (determined as of the Effective Time) (as opposed to Seller) with respect to claims against the such Seller Officers and Seller Directors arising from facts or events which occurred before the Effective Time, on terms no less favorable than those in effect on the date hereof; provided, however, that Buyer may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the date hereof; provided, however that in no event shall Buyer be required to expend more than an aggregate of $100,000 (the “Insurance Amount”) to maintain or procure such directors’ and officers’ liability insurance coverage; provided, further, that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.06(c), Buyer shall obtain as much comparable insurance as, in the good faith judgment of the Surviving Corporation’s board, is available based on the Insurance Amount. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.