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

Officers’ and Directors’ Indemnification. The Offeror shall cause the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any directors, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Date.

Officers’ and Directors’ Indemnification. The Offeror (a) From and after the Effective Time, Purchaser shall cause the Surviving Corporation and its Subsidiaries to indemnify and hold harmless each Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing Date, a director, officer or employee of the Company or its Subsidiaries (the “D&O Indemnified Parties”) against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement to maintain the same extent the Company or its applicable Subsidiary is required to indemnify and hold harmless such D&O Indemnified Party pursuant to its organizational documents as in effect as of the current date hereof and pursuant to the indemnification agreements set forth on Schedule 4.8(a). Any D&O Indemnified Party wishing to claim indemnification under this Section 4.8, upon learning of any such claim, shall notify as promptly as practicable Purchaser and the Surviving Corporation; provided, however, that the failure to so notify shall not affect the obligations of Purchaser and the Surviving Corporation except to the extent such failure to notify materially prejudices such party. (b) Purchaser agrees that all rights to indemnification or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers exculpation existing in favor of, and directors contained in all limitations on the constating documents personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company and the Subsidiaries and any directors, officers provided for in the Company’s or employees such Subsidiary’s charters or bylaws in effect on the date hereof or in the indemnification agreements of set forth on Schedule 4.8(a) shall continue in full force and effect following the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For Closing Date for a period of not less than six (6) years years. Without limiting the general indemnification rights of the D&O Indemnified Parties under this Section 4.8, from and after the Effective Closing Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company Purchaser and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company Surviving Corporation also agree to indemnify and hold harmless the present and former officers and directors and officers of the Company and the Subsidiaries during all periods in respect of acts or omissions occurring prior to the Effective Time Closing to the fullest extent to which provided in any written indemnification agreements between the Company and/or the Subsidiaries set forth on Schedule 4.8. (c) At the Closing, the Company shall purchase (at the expense of the Purchaser) an extended period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s and the Subsidiaries are permitted Subsidiaries’ directors and officers in a form acceptable to indemnify the Company that shall provide such directors and officers with coverage for six (6) years following the Closing Date of not less than the existing coverage and directors have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company. Purchaser shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (d) The obligations under this Section 4.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 4.8 applies without the consent of such D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 4.8 applies shall be third party beneficiaries of this Section 4.8 and shall be entitled to enforce the covenants contained herein). (e) In the event Purchaser or the Surviving Corporation or any of their respective constating documents successors or assigns (i) consolidates with or merges into any other Person and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for shall not be the benefit continuing or surviving corporation or entity of such directorsconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, officers then, and employees in each such case, to the extent necessary proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, assume the obligations set forth in this Section 4.8. (f) The D&O Indemnified Parties shall be third-party beneficiaries of the obligations of Purchaser and Surviving Corporation under this Section 4.8, with full right to enforce the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datesame.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Parent and MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers personal liability of, each present and directors contained in the constating documents former director, officer, employee, fiduciary and agent of the Company and its Subsidiaries provided for in the Subsidiaries and any directors, officers respective charters or employees indemnification agreements by-laws or otherwise in effect as of the Company date hereof shall continue in full force and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For effect for a period of not less than six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or made within such period shall continue until the disposition of such Claim. From and after the Effective DateTime, the Offeror shall Parent agrees to cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company Surviving Corporation to indemnify and hold harmless the present and former officers and directors and officers of the Company and the its Subsidiaries during all periods in respect of acts or omissions occurring prior to the Effective Time to the fullest extent to which provided in any written indemnification agreements between the Company and/or one or more of its Subsidiaries and the Subsidiaries are permitted to indemnify such officers and directors and listed in Schedule 7.7(a). (b) At the Effective Time, the Surviving Corporation shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers in a form reasonably acceptable to the Company that shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company, so long as the aggregate cost is not more than 250% of the annual premiums paid by the Company and its Subsidiaries immediately prior to the Closing. In the event that the cost for such coverage exceeds 250% of the annual premiums paid by the Company and its Subsidiaries immediately prior to the Closing, the Surviving Corporation may enter into any agreement to spend up to that amount to purchase such lesser coverage as may be obtained with such amount. Parent shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (c) The obligations under this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 7.7 applies without the consent of such Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.7 and shall be entitled to enforce the covenants contained herein). (d) In the event Parent or the Surviving Corporation or any of their respective constating documents successors or assigns (i) consolidates with or merges into any other person and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for shall not be the benefit continuing or surviving corporation or entity of such directorsconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, officers then, and employees in each such case, to the extent necessary proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 7.7. (e) The Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent and MergerCo the resignations of such persons as Parent or MergerCo shall request from their positions as officers or directors of the Company and the Subsidiaries under all or any of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Dateits Subsidiaries.

Officers’ and Directors’ Indemnification. (a) The Offeror shall cause Company and NaviSite agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the Company to maintain in effect personal liability of, the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents directors, officers, employees of the Company ("INDEMNIFIED PERSONS") provided for in Surebridge's Charter and by-laws and the Subsidiaries and any directorsorganizational documents of each Subsidiary, officers or employees indemnification agreements as applicable, as in effect as of the Company date hereof with respect to matters occurring prior to and through the Subsidiaries. Copies of Closing, and specifically including the current directors’ transactions contemplated hereby, shall continue in full force and officers’ indemnities have been provided to the Offeror. For effect for a period of not less than six (6) years after from the Effective DateClosing; provided, however, that all rights to indemnification in respect of any claims (each a "CLAIM") asserted or made within such period shall continue until the Offeror shall cause disposition of such Claim. Following the Company (or its successor) to maintain in effect Closing, NaviSite will indemnify and hold harmless the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) Indemnified Persons with respect to claims arising from facts acts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods omissions occurring prior to and through the Effective Time Closing to the same extent that Surebridge would have such obligations pursuant to its Charter or by-laws or pursuant to applicable Law, and NaviSite shall advance expenses to each such Indemnified Person in connection with any proceeding involving such Indemnified Person to the fullest extent so permitted upon receipt of any undertaking required by applicable law or the Charter or by-laws, in each case as in effect on the date hereof; provided that such indemnification shall be subject to which any limitation imposed from time to time under applicable Law for any act of fraud or any international or willful act or omission in bad faith. Following the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directorsClosing, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit ofNaviSite shall not, and shall not permit any former Surebridge Subsidiary to amend or modify its Charter or by-laws or other organizational documents, as applicable, except as required by applicable Law, if the effect of such amendment or modification would be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition toto lessen or otherwise adversely affect the indemnification rights of such Indemnified Persons as provided therein, and not in substitution for, any other rights NaviSite shall advance expenses to indemnification or contribution that any each such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required Indemnified Person in connection with an any proceeding involving such Indemnified Person to the fullest extent so permitted upon receipt of any undertaking required by Law or in the Charter or by-laws of the organizational documents of the former Surebridge Subsidiaries, as applicable. Similarly, following the Closing, Surebridge shall not amend or modify its Charter or by-laws or other organizational documents, as applicable, except as required by applicable law, if the effect of such amendment or variation modification would be to lessen or otherwise adversely affect the indemnification rights of this paragraph prior such Indemnified Persons as provided therein. (b) Prior to the Effective DateClosing, Surebridge shall be permitted to purchase an extended reporting period endorsement under Surebridge's existing directors' and officers' liability insurance coverage for the Surebridge's directors and officers in a form acceptable to Surebridge which shall provide such directors and officers with coverage for six (6) years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by Surebridge; provided, however, that Surebridge shall not pay or agree to pay a premium for such insurance in excess of $90,000. This Section 6.2 is intended to benefit each of the Indemnified Persons and their respective heirs and personal representatives, each whom shall be entitled to enforce the provisions hereof.

Officers’ and Directors’ Indemnification. The Offeror (a) For a period of six years after the Effective Time (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six year anniversary of the Effective Time), unless otherwise required by applicable Law, Parent shall not, and shall cause the Surviving Corporation and each Subsidiary not to, amend, repeal or modify any provision in the Surviving Corporation or its Subsidiaries’ respective certificates of incorporation or formation, bylaws or limited liability company agreements (or equivalent organizational documents) relating to indemnification, exculpation or advancement of expenses of present and former directors, managers, officers or employees of the Surviving Corporation, the Company or any of their Subsidiaries or their respective predecessors (collectively, the “D&O Indemnified Parties”), in and to maintain the extent of their capacities as such and not as equityholders, in any manner that would result in such provisions being materially less favorable to the D&O Indemnified Parties as in effect on the current or substantially similar (subject date hereof. In addition, Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, honor all advancement obligations owed by it and its Subsidiaries to any changes D&O Indemnified Party under this Section 6.2, to the extent required by the certificates of incorporation or formation, bylaws or limited liability company agreements and to the fullest extent permitted under applicable law governing such entities as of the Effective Time, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable lawLaw and applicable certificates of incorporation or formation, bylaws or limited liability company agreements. (b) provisions regarding indemnification of officers and directors contained in the constating documents Each of the Company and the Subsidiaries D&O Indemnified Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any directorsClaim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, officers information and testimony, and attend such conferences, discovery proceedings, hearings, trials or employees indemnification agreements of appeals, as may be reasonably requested in connection therewith. (c) At or prior to the Closing, the Company shall purchase and pay for an extended reporting period endorsement (“run-off” policy) under the Subsidiaries. Copies of the current Company’s existing directors’ and officers’ indemnities have been provided to liability insurance coverage for the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or Company’s and its successor) to maintain in effect the current policies of Subsidiaries’ directors and officers liability insurance that shall provide such directors and fiduciary liability insurance maintained by officers with coverage for six years following the Company and the Subsidiaries Effective Time (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) including with respect to claims arising from facts acts or events which occurred on or before omissions occurring in connection with this Agreement and the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers consummation of the Company Transactions). (d) In the event that Parent or the Surviving Corporation or any of its Subsidiaries or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the Subsidiaries during all periods prior to continuing or the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit surviving company or entity of such directorsconsolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, officers then, and employees in each such case, proper provision shall be made so that the obligations successors and assigns of Parent or the Company Surviving Corporation and the its Subsidiaries under shall assume all of the provisions obligations thereof set forth in this Section 6.2. (e) The obligations under this Section 6.2 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 6.2 applies without the consent (not to be unreasonably withheld, conditioned, or delayed) of this paragraph. The provisions of this paragraph are such D&O Indemnified Party (it being expressly understood that (i) for the benefit of, D&O Indemnified Parties to whom this Section 6.2 applies shall be third party beneficiaries of this Section 6.2 and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives entitled to enforce the covenants contained herein and (ii) the rights set forth in this Section 6.2 are in addition to, and not in substitution forof, any other rights to indemnification or contribution that any such person D&O Indemnified Party may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datehave).

Officers’ and Directors’ Indemnification. The Offeror shall cause Prior to the Closing Date, the Company to maintain in effect shall obtain a prepaid extended reporting period or “tail” policy insuring the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of and former officers and directors contained in the constating documents of the Company and (the Subsidiaries and any directors, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of “D&O Indemnified Persons”) under the current program of directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company which shall be effective commencing with the Closing Date and ending on the sixth (6th) anniversary of the Closing Date and which shall afford coverage customary for such policy for actual or alleged acts or omissions occurring at, during, or prior to the Closing Date including, without limitation, with respect to the Contemplated Transactions (including the Mergers) (the “D&O Tail Insurance”). Parent and Buyer shall cause the First Merger Surviving Entity and the Subsidiaries Second Merger Surviving Entity, as applicable, to enforce the D&O Tail Insurance upon request of the D&O Indemnified Parties and will not allow the First Merger Surviving Entity or the Second Merger Surviving Entity, as applicable, to cancel the D&O Tail Insurance during the term thereof. For a period of six (6) years following the Closing Date, Buyer, the First Merger Surviving Entity and the Second Merger Surviving Entity agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each D&O Indemnified Person as provided in the Company Charter Documents or written agreement providing for indemnification of such individual and Made Available, in each case as in effect on the date of this Agreement, shall be assumed by the First Merger Surviving Entity in the First Merger and by the Second Merger Surviving Entity in the Second Merger, without further action, and shall remain in full force and effect in accordance with their terms other than in connection with any amendment, replacement or modification that would not materially and adversely affect the Offeror may substitute therefor policies rights of at least the same coverage and amounts containing terms and conditions D&O Indemnified Persons thereunder or an amendment, replacement or modification which areis required by applicable Law, and, in the aggregateevent that any proceeding is pending or asserted or any claim made during such period, no less advantageous to until the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit final disposition of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraphproceeding or claim. The provisions of this paragraph Section 5.11 are (i) intended for the benefit of, and shall be enforceable by, each indemnified partyD&O Indemnified Person. The obligations of the Buyer Parties and their respective successors under this Section 5.11 shall not be terminated, amended or otherwise modified in such a manner as to materially and adversely affect any D&O Indemnified Person (or his or her heirs, executorspersonal representatives, administrators and other legal representatives and successors or assigns) without the prior written consent of such D&O Indemnified Person (ii) in addition toor his or her heirs, personal representatives, successors or assigns, as applicable), except to the extent required to comply with applicable Law. For clarity, Buyer shall assume, and not in substitution be jointly and severally liable for, any other rights and shall cause the First Merger Surviving Entity and the Second Merger Surviving Entity to indemnification or contribution that any such person may have by contract or otherwisehonor, each of the covenants and such rights shall be held by the Offeror obligations in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective DateSection 5.11.

Officers’ and Directors’ Indemnification. The Offeror shall cause Company, the Company Stockholders and Buyer agree that all rights to maintain exculpation and indemnification existing in effect favor of, and all limitations on the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in personal liability of, the constating documents directors, officers, employees of the Company and its Subsidiaries ("Indemnified Persons") provided for in its Charter and by-laws and the Subsidiaries and any directorsorganizational documents of its Subsidiaries, officers or employees indemnification agreements as applicable, as in effect as of the Company date hereof with respect to matters occurring prior to and through the Subsidiaries. Copies of Closing, and specifically including the current directors’ transactions contemplated hereby, shall continue in full force and officers’ indemnities have been provided to the Offeror. For effect for a period of not less than six (6) years after from the Effective DateClosing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the Offeror disposition of such claim. Following the Closing, Buyer shall not, and shall not permit the Company or any Subsidiary to, amend or modify its Charter or by-laws or other organizational documents, as applicable, except as required by applicable law, if the effect of such amendment or modification would be to lessen or otherwise adversely affect the indemnification rights of such Indemnified Persons as provided therein, and Buyer shall cause the Company (or its successor) any Subsidiary to maintain advance expenses to each such Indemnified Person in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in connection with any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time proceeding involving such Indemnified Person to the fullest extent to which so permitted upon receipt of any undertaking required by law or in the Charter or by-laws of the Company and or the Subsidiaries are permitted to indemnify such officers and directors under their respective constating organizational documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directorsSubsidiary, officers as applicable. In the event that the Company or any Subsidiary transfers all or substantially all of its properties and employees assets to any Person, then and in each such case, proper provision shall be made so that the transferee of such properties or assets shall assume the obligations of the Company or such Subsidiary, as applicable, under this Section 5.10. Prior to the Closing, the Company shall purchase an extended reporting period endorsement under the Company's existing directors' and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) officers' liability insurance coverage for the benefit ofCompany's and its Subsidiaries' directors and officers in a form acceptable to the Company which shall provide such directors and officers with coverage for six (6) years following the Closing of not less than the existing coverage under, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and have other legal representatives and (ii) in addition terms not materially less favorable to, the insured Persons than the directors' and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held officers' liability insurance coverage presently maintained by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Date.Company. This

Officers’ and Directors’ Indemnification. The Offeror (a) Following the Effective Time, Peoples shall cause indemnify, defend and hold harmless the Company present Directors, Officers and Employees of KBI and Kentucky Bank (each, an "Indemnified Party") against costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring on or prior to maintain the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent that KBI or Kentucky Bank is required to indemnify (and advance expenses to) an Indemnified Party under the laws of the jurisdiction of formation or incorporation of KBI or Kentucky Bank, and the articles of incorporation and bylaws of KBI or the governing documents of Kentucky Bank, in each case to the extent applicable to the particular Indemnified Party, as in effect on the current date hereof; provided that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the laws of the jurisdiction of formation or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification incorporation, the articles of officers incorporation and directors contained in bylaws of KBI or the constating governing documents of Kentucky Bank, as appropriate, shall be made by the Company court in which the claim, action, suit or proceeding was brought or by independent counsel (which shall not be counsel that provides material services to Peoples) selected by Peoples and the Subsidiaries and any directors, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided reasonably acceptable to the Offeror. such Indemnified Party. (b) For a period of not less than six three (63) years after from the Effective DateTime, the Offeror Peoples shall cause the Company (or use its successor) commercially reasonable efforts to maintain in effect the current policies provide that portion of directors directors' and officers officers' liability insurance that serves to reimburse the present and fiduciary liability insurance maintained by former Officers and Directors of KBI and Kentucky Bank (determined as of the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respectEffective Time) with respect to claims against such Officers and Directors arising from facts or events which occurred on or before the Effective Date. After Time, on terms no less favorable than those in effect on the Effective Date date hereof; provided, however, that Peoples may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the Offeror date hereof; provided, however that in no event shall cause the Company Peoples be required to indemnify the directors and officers expend more than 150 percent of the Company current amount expended by KBI (the "Insurance Amount") to maintain or procure such directors' and officers' liability insurance coverage; provided, further that if Peoples is unable to maintain or obtain the Subsidiaries during all periods prior insurance called for by this Section 6.07(b), Peoples shall use its commercially reasonable efforts to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees obtain as much comparable insurance as is available for the benefit Insurance Amount; and provided, further, that Officers and Directors of KBI or Kentucky Bank may be required to make application and provide customary representations and warranties to Peoples's insurance carrier for the purpose of obtaining such directorsinsurance. (c) Any Indemnified Party wishing to claim indemnification under Section 6.07(a), officers and employees upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Peoples thereof; provided that the failure so to notify shall not affect the obligations of Peoples under Section 6.07(a) unless and to the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution extent that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary Peoples is actually prejudiced as a result of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datefailure.

Officers’ and Directors’ Indemnification. The Offeror shall and the Parent agree that the Offeror and the Parent will (a) cause the Company to purchase "runoff" directors' and officers' insurance for a period of six years provided that it is available at a cost not in excess of the aggregate of the annual premiums referred to in subparagraph 5.8(b) below, or, if it is not available at such cost, (b) will cause the Offeror and the Parent to maintain the Company's current directors' and officers' insurance policy or an equivalent policy so long as the annual premium therefor is not in effect excess of 150% of the current or substantially similar last annual premium paid prior to the date hereof ("CURRENT PREMIUM"), in each case such insurance to be subject to any changes required by applicable law) provisions regarding indemnification terms and conditions no less advantageous to the directors and officers of officers and directors the Company than those contained in the constating documents policy in effect on the date hereof ("EQUIVALENT INSURANCE"), and in each case such insurance to cover all current and former directors and officers of the Company and the Subsidiaries and any directors, officers for claims made prior to or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than within six (6) years after the Effective Date. Further, the Offeror and the Parent agree that after the expiration of that six year period, the Offeror and the Parent will use all commercially reasonable efforts to cause such directors and officers to be covered under the Offeror's then existing directors' and officers' insurance policy, provided such coverage can be obtained for a premium not in excess of 150% of the Current Premium. The Offeror and the Parent shall cause the Company (or its successor) to maintain maintain, and not amend in effect a manner adverse to the current policies directors and/or officers of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (or its Subsidiaries, any indemnities currently provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the its Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents charter, by-laws, applicable Laws and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit contracts of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraphindemnity. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his or her heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Date.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) From and after the Company Merger Effective Time, Parent (the “Indemnifying Party”) shall, for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to maintain the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect effect, in connection with any Claim with respect to matters occurring on or before the Company Merger Effective Time and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. (b) Without limiting the foregoing, each of the Parent Parties agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Company Merger Effective Time now existing in favor of the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents former directors, officers, agents or fiduciaries of the Company or any of the Company Subsidiaries as provided in the Company Governing Documents and the Subsidiaries and any directors, officers indemnification or employees indemnification similar agreements of the Company shall survive the Company Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or modified in a manner adverse to the Indemnified parties, for a period of six (6) years following the Company Merger Effective Date; provided that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. (c) Prior to the Company Merger Effective Time, the Company shall obtain and fully pay the premium for, and Parent shall maintain in full force and effect (and the Subsidiaries. Copies obligations under to be honored), during the six (6) year period beginning on the date of the current Company Merger Effective Time, a “tail” prepaid directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability policy or policies (which policy or policies by their respective express terms shall survive the Mergers) from the Company’s current insurance maintained by carrier or an insurance carrier with the Company and same or better credit rating as the Subsidiaries (provided that the Offeror may substitute therefor policies Company’s current insurance carrier, of at least the same coverage and amounts and containing terms and conditions which areconditions, in the aggregate, retentions and limits of liability that are no less advantageous to favorable than the insured in any material respect) Company’s and the Company Subsidiaries’ existing directors’ and officers’ liability policy or policies for the benefit of the Indemnified Parties with respect to claims directors’ and officers’ liability insurance for Claims arising from facts or events which that occurred on or before the Effective Date. After the Effective Date the Offeror shall cause prior to the Company Merger Effective Time; provided, however, that in no event shall the aggregate premium payable for such “tail” insurance policy exceed an amount equal to indemnify 250% of the directors annual premium paid by the Company for its directors’ and officers officers’ liability insurance as set forth in Section 7.5(c) of the Company and Disclosure Schedule (such amount being the Subsidiaries during all periods prior “Maximum Premium”). If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 7.5(c) for an amount equal to or less than the Maximum Premium, Company shall be entitled to obtain as much comparable “tail” insurance as reasonably available for an aggregate cost equal to the Effective Time to Maximum Premium. (d) If any of Parent or its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit continuing or surviving company, partnership or other entity of such directorsconsolidation or merger or (ii) liquidates, officers dissolves or winds-up, or transfers or conveys all or substantially all of its properties and employees assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations of the Company and the Subsidiaries under all of the provisions of set forth in this paragraph. Section 7.5. (e) The provisions of this paragraph Section 7.5 are (i) intended to be for the express benefit of, and shall be enforceable by, each indemnified partyIndemnified Party and other Person referred to in this Section 7.5 (who are intended to be third party beneficiaries of this Section 7.5), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent and the Company, and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including the successors, executors, administrators assigns and other legal representatives heirs) affected thereby. The exculpation and (ii) indemnification provided for by this Section 7.5 shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by exculpation which an Indemnified Party and other Person referred to in this Section 7.5 is entitled, whether pursuant to applicable Law, contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Date.

Officers’ and Directors’ Indemnification. The Offeror shall cause At or prior to the Closing, the Company shall purchase and pay in full all premiums relating to maintain in effect an extended reporting period endorsement (“run-off” policy) under the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any directors, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current Company’s existing directors’ and officers’ indemnities have been provided liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for six (6) years following the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the Offerorconsummation of the transactions contemplated hereby). The cost of such policy shall be a Company Transaction Expense. For a period of not less than six (6) years after the Effective DateTime (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six (6) year anniversary of the Effective Time), the Offeror unless otherwise required by applicable Law, Buyer shall not, and shall cause the Company and each Subsidiary not to, amend, repeal or modify any provision in the Company’s or its Subsidiaries’ respective certificate of incorporation or formation, bylaws or limited liability company agreement (or equivalent organizational documents) relating to indemnification, exculpation or advancement of expenses of present and former directors, managers, officers or employees of the Company or any of its successor) Subsidiaries or their respective predecessors (collectively, the “D&O Indemnified Parties”), in and to maintain the extent of their capacities as such and not as equityholders, in any manner that would result in such provisions being less favorable to the D&O Indemnified Parties as in effect on the current policies date hereof; provided, however, that any claims arising out of directors and officers liability insurance and fiduciary liability insurance maintained by Fraud in connection with this Agreement or the Company transactions contemplated hereby shall not be subject to such rights regarding indemnification, exculpation or advancement of expenses, and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous Buyer shall be entitled to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify amend the directors and officers organizational documents of the Company and the its Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Dateaccordingly.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Parent and MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers personal liability of, each present and directors contained in the constating documents former director and officer of the Company and its Subsidiaries provided for in their respective charters or bylaws as of the Subsidiaries date hereof shall continue in full force and effect indefinitely; provided, however, that any directorssuch provision may be amended, officers repealed or employees indemnification agreements modified as it applies to officers, directors or managers of the Company and the Subsidiaries. Copies its Subsidiaries who were not officers, directors or managers of the current directors’ and officers’ indemnities have been provided Company or its Subsidiaries prior to the OfferorClosing and provided, further, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or made within such period shall continue until the disposition of such Claim. For a period of not less than six (6) years From and after the Effective DateTime, each of the Offeror shall cause Surviving Corporation and its Subsidiaries will, to the Company (or fullest extent permitted by applicable law, indemnify and hold harmless, to the extent provided in its successor) to maintain charter and bylaws as in effect on the current policies date of this Agreement, each of its present and former directors and officers liability insurance and fiduciary liability insurance maintained by (collectively, the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in “D&O Indemnified Parties”) against any material respect) with respect to claims arising from facts or events which occurred on related to such D&O Indemnified Party’s services as a director or officer of such entity or services performed by such D&O Indemnified Party at the request of such entity at or before the Effective DateTime. After Without limiting the general indemnification rights of the D&O Indemnified Parties under this Section 8.5, from and after the Effective Date Time, the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time Surviving Corporation will, to the fullest extent permitted by applicable law, indemnify and hold harmless, to which the extent provided in any written indemnification agreement between the Company and the Subsidiaries are permitted any D&O Indemnified Party that is disclosed on Schedule 4.12 in response to indemnify Section 4.12(a)(xi), such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of D&O Indemnified Party against any claims arising from or related to such directors, officers and employees the obligations D&O Indemnified Party’s services as a director or officer of the Company and or any Subsidiary or services performed by such D&O Indemnified Party at the Subsidiaries under all request of the provisions of this paragraphCompany at or before the Effective Time. The provisions obligations under this Section 8.5 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of this paragraph are such affected D&O Indemnified Party. (ib) for Notwithstanding the benefit offoregoing, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other the D&O Indemnified Parties’ rights to indemnification from the Surviving Corporation and its Subsidiaries as contemplated by this Section 8.5 shall not prejudice the Parent/MergerCo Indemnified Parties’ rights to indemnification from the Principal Stockholders under Article X for Losses arising from or contribution that related to an event, fact, circumstance or condition with respect to which any such person may have D&O Indemnified Party is entitled to indemnification from the Surviving Corporation and its Subsidiaries as contemplated by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective DateSection 8.5.

Officers’ and Directors’ Indemnification. The Offeror shall cause Company, Parent and MergerCo agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability of, the directors, officers, employees of the Company to maintain (“Indemnified Persons”) provided for in its Charter and by-laws as in effect as of the current date hereof with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall continue in full force and effect for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or substantially similar (subject to any changes made within such period shall continue until the disposition of such Claim. Following the Closing, Parent shall not, and shall not permit the Surviving Company to, amend or modify its Charter or by-laws or other organizational documents, as applicable, except as required by applicable law) provisions regarding , if the effect of such amendment or modification would be to lessen or otherwise adversely affect the indemnification rights of officers such Indemnified Persons as provided therein, and directors contained Parent shall cause the Surviving Company to advance expenses to each such Indemnified Person in connection with any proceeding involving such Indemnified Person to the fullest extent so permitted upon receipt of any undertaking required by law or in the constating documents Charter or by-laws of the Company. In the event that the Company (or Surviving Company, as applicable) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that the transferee of such properties or assets shall assume the obligations of the Company and (or the Subsidiaries and any directorsSurviving Company, officers or employees indemnification agreements of as applicable) under this Section 7.4. Prior to the Closing, the Company and shall purchase an extended reporting period endorsement under the Subsidiaries. Copies of the current Company’s existing directors’ and officers’ indemnities have been provided liability insurance coverage for the Company’s directors and officers in a form acceptable to the Offeror. For a period of not less than Company which shall provide such directors and officers with coverage for six (6) years after following the Effective DateClosing of the lesser of (i) $10 million of coverage or (ii) such amount of coverage that would cost the Company $70,000 in premiums for the aggregate period under, and have other terms not materially less favorable to, the Offeror shall cause insured persons than the Company (or its successor) to maintain in effect the current policies of directors directors’ and officers officers’ liability insurance and fiduciary liability insurance coverage presently maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous Company. This Section 7.4 is intended to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers benefit each of the Company Indemnified Persons and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents heirs and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directorspersonal representatives, officers and employees the obligations of the Company and the Subsidiaries under all of each whom shall be entitled to enforce the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datehereof.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Subject to applicable Laws, Parent and Merger Subs agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the Company personal liability of, each present and former director, officer, employee, fiduciary and agent of any of the Selling Companies and their Subsidiaries on or prior to maintain the First Effective Time provided for in the respective charters or by-laws of the Selling Companies and their Subsidiaries or otherwise in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents as of the Company date hereof shall continue in full force and the Subsidiaries and any directors, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For effect in all material respects for a period of not less than six (6) years after from the Fourth Effective DateTime; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. Notwithstanding the foregoing, no right to indemnification or exculpation shall exist with respect to any liabilities of a stockholder of any of the Selling Companies in their capacity as a stockholder regarding any claim related to or in connection with any breach of the representations and warranties contained in Article V hereof, in the Selling Companies Disclosure Schedule or in the Ancillary Agreements. (b) Prior to the First Effective Time, the Offeror Selling Companies shall purchase an extended reporting period endorsement under each of the Selling Companies' existing directors' and officers' liability insurance coverage for the Selling Companies' directors and officers immediately prior to the First Effective Time in a form and in coverage amounts acceptable to the Selling Companies that shall provide such directors and officers with coverage for six (6) years following the Fourth Effective Time. Parent shall, and shall cause the Company (or its successor) Surviving Companies to, maintain such policy in full force and effect, and continue to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees honor the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datethereunder.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Parent and Merger Sub agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company to maintain (the “D&O Indemnified Parties”) provided for in the Certificate of Incorporation or By-Laws or otherwise in effect as of the current date hereof shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or substantially similar (subject made within such period shall continue until the disposition of such Claim. From and after the Effective Time, Parent and the Surviving Corporation also agree to any changes required by applicable law) provisions regarding indemnification of indemnify and hold harmless the present and former officers and directors contained in the constating documents of the Company and in respect of acts or omissions occurring prior to the Subsidiaries and Effective Time to the extent provided in any directors, officers or employees written indemnification agreements with the Company as disclosed on Section 3.12 of the Company and the SubsidiariesDisclosure Schedule. Copies The Company hereby represents to Parent that no claim for indemnification has been made by any officer or director of the current Company. (b) Immediately prior to the Effective Time, the Surviving Corporation or the Parent shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify for the directors and officers of the Company in a form acceptable to the Stockholders’ Representative that shall provide such directors and the Subsidiaries during all periods prior to officers with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the fullest extent to which insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”). Parent shall, and shall cause the Subsidiaries are permitted Surviving Corporation to, maintain such policy in full force and effect, and continue to indemnify honor the obligations thereunder. The premium payable in connection with such officers extended reporting period endorsement shall be included as a Company Transaction Expense. (c) The obligations under this Section 6.13 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 6.13 applies without the consent of such affected Person (it being expressly agreed that the D&O Indemnified Parties to whom this Section 6.13 applies shall be third party beneficiaries of this Section 6.13 and directors under shall be entitled to enforce the covenants contained herein). In the event Parent or the Surviving Corporation or any of their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are successors or assigns (i) for the benefit of, consolidates with or merges into any other Person and shall not be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and the continuing or surviving corporation or entity of such consolidation or merger or (ii) in addition totransfers or conveys all or substantially all of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights to indemnification or contribution that any such person may have by contract or otherwisethe extent necessary, and such rights proper provision shall be held by made so that the Offeror successors and assigns of Parent or the Surviving Corporation, as the case may be, assume the obligations set forth in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective DateSection 6.13.

Officers’ and Directors’ Indemnification. (a) The Offeror shall cause the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any directorsAcquiror agrees that, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For for a period of not less than six (6) years after following the Effective Closing Date, it will not cause AGC, GEI or any of the Offeror shall cause Transferred Entities to amend their respective Organizational Documents in a manner which would alter the Company (rights of indemnification or its successor) to maintain exculpation existing in effect the current policies favor of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of AGC, GEI or any of the Company Transferred Entities as provided in the Organizational Documents of AGC, GEI and the Subsidiaries during all periods Transferred Entities, respectively, in effect on the date hereof with respect to matters occurring prior to the Effective Time Closing Date (unless the Organizational Documents of a successor entity would contain provisions providing for indemnification or exculpation that are the same as the comparable provisions in the predecessor's Organizational Documents); provided, however, that no indemnity shall be available to the fullest extent any Person in respect of any amounts payable by an Indemnifying Party in respect of Losses as to which the Company and the Subsidiaries are permitted Acquiror Indemnitee is entitled to indemnify indemnity from such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of Indemnifying Party pursuant to the provisions of this paragraph. The provisions of this paragraph are (i) Article X or Article XIII or would be so entitled but for the benefit oflimitations and restrictions set forth in Section 13.2 or Section 14.2, except to the extent any payment in respect thereof is covered by officers' and directors' liability insurance. (b) Until the sixth anniversary of the Closing Date, Acquiror shall be enforceable by, each indemnified party, his heirs, executors, administrators (or shall cause any applicable Subsidiary to) maintain officers' and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held directors' liability insurance covering the Persons who are presently covered by the Offeror in trust for such person provided however that no approval officers' and directors' liability insurance policies of any beneficiary of such trust shall be required in connection the Price Entities with an amendment respect to acts and omissions occurring on or variation of this paragraph prior to the Effective Closing Date, by obtaining tail coverage of such existing insurance policies on terms that are no less favorable than the terms of the current insurance in effect on the date hereof and providing coverage only with respect to matters occurring on or prior to the Closing Date, to the extent that such tail insurance coverage can be maintained at an annual cost to such surviving entity of not greater than 150% of the annual premium for the current insurance policies and, if such tail coverage cannot be maintained at such cost, providing such coverage as can be so maintained at a cost equal to 150% of the annual premium for the current insurance policies.

Officers’ and Directors’ Indemnification. The Offeror shall cause Company, the Company Stockholders and Harbor agree that all rights to maintain exculpation and indemnification existing in effect favor of, and all limitations on the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of personal liability of, the directors, officers and directors contained in the constating documents employees of the Company and the Subsidiaries Company Subsidiary (“Indemnified Persons”) provided for in the Company Charter and any directors, officers or employees indemnification agreements the Company Bylaws and the organizational documents of the Company Subsidiary, as applicable, as in effect as of the date of this Agreement with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall continue in full force and effect for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, provided that this Section 5.3 shall not limit Harbor’s rights to modify such rights as long as they provide substantially equivalent or greater protection from Claims as is now set forth in the Company Charter and Company Bylaws and the Subsidiaries. Copies organizational documents of the current Company Subsidiary, as applicable; provided further, that this Section 5.3 shall not limit Harbor’s right to merge the Company or the Company Subsidiary into another entity that contains substantially similar protection from Claims as is set forth in the Company Charter and Company Bylaws. Following the Closing, Harbor shall not, and shall not permit the Company or the Company Subsidiary to, amend or modify the Company Charter or the Company Bylaws or other organizational documents, as applicable, except as required by applicable law, if the effect of such amendment or modification would be to lessen or otherwise adversely affect the indemnification rights of such Indemnified Persons as provided therein in any material respect. Prior to the Closing, the Company, in its sole discretion, may elect to purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ indemnities have been provided liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers in a form acceptable to the Offeror. For a period of not less than Company which shall provide such directors and officers with coverage for six (6) years after following the Effective DateClosing of not less than the existing coverage under, and have other terms not materially less favorable to, the Offeror shall cause insured persons than the Company (or its successor) to maintain in effect the current policies of directors directors’ and officers officers’ liability insurance and fiduciary liability insurance coverage presently maintained by the Company and the Subsidiaries (Company; provided that the Offeror may substitute therefor policies cost of at least any such insurance coverage shall be fully accrued as a liability on the same coverage Post-Closing Audited Balance Sheet. This Section 5.3 is intended to benefit each of the Indemnified Parties, each of whom shall be entitled to enforce the provisions hereof. For the avoidance of doubt, (a) nothing in this Section 5.3 shall limit or restrict the rights of any Harbor Indemnified Party (as defined in Section 7.2(a)) to seek or obtain indemnification from any Stockholder pursuant to Section 7 hereof, and amounts containing terms and conditions which are(b) no Stockholder shall be entitled to rely on the provisions of, in the aggregateor seek indemnification under, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Charter or Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify Bylaws for any claim by a Harbor Indemnified Party against such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective DateStockholder.

Officers’ and Directors’ Indemnification. The Offeror shall cause the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable lawa) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any directorsNewco agrees that, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For for a period of not less than six (6) years after following the Effective Closing Date, it will not cause AGC, GEI or any of the Offeror shall cause Transferred Entities to amend their respective Organization Documents in a manner which would alter the Company (rights of indemnification or its successor) to maintain exculpation existing in effect the current policies favor of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of AGC, GEI or any of the Company Transferred Entities as provided in the Organizational Documents of AGC, GEI and the Subsidiaries during all periods Transferred Entities, respectively, in effect on the date hereof with respect to matters occurring prior to the Effective Time Closing Date (unless the Organizational Documents of a successor entity would contain provisions providing for indemnification or exculpation that are the same as the comparable provisions in the predecessor's Organizational Documents); provided, however, that no indemnity shall be available to the fullest extent any Person in respect of any amounts payable by an Indemnifying Party in respect of Losses as to which the Company and the Subsidiaries are permitted any NGP Indemnitee is entitled to indemnify indemnity from such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of Indemnifying Party pursuant to the provisions of this paragraph. The provisions of this paragraph are (i) Article XII or Article XV or would be so entitled but for the benefit oflimitations and restrictions set forth in Section 15.2 or Section 16.2, except to the extent any payment in respect thereof is covered by officers' and directors' liability insurance. (b) Until the sixth anniversary of the Closing Date, NGP, NGOP and any surviving member of the Price Entities shall be enforceable by, each indemnified party, his heirs, executors, administrators maintain officers' and other legal representatives directors' liability insurance covering the Persons who are presently covered by such Price Entity's officers' and (ii) in addition to, directors' liability insurance policies with respect to acts and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph omissions occurring prior to the Effective Closing Date, by obtaining tail coverage of such existing insurance policies on terms that are no less favorable than the terms of the current insurance in effect on the date hereof and providing coverage only with respect to matters occurring prior to the Closing Date, to the extent that such tail insurance coverage can be maintained at an annual cost to such surviving entity of not greater than 150% of the annual premium for the current insurance policies and, if such tail coverage cannot be maintained at such cost, providing such coverage as can be so maintained at a cost equal to 150% of the annual premium for the current insurance policies.

Officers’ and Directors’ Indemnification. (a) The Offeror shall cause Parent and the Company Purchaser agree that all rights to maintain indemnification now existing in effect favor of the current directors or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and its subsidiaries as provided in their respective certificates of incorporation or bylaws and pursuant to the Subsidiaries contracts listed on SCHEDULE 5.8 will, to the extent such rights are in accordance with applicable law, survive the Merger and stay in effect in accordance with their respective terms. Parent hereby guarantees the full and faithful performance by Parent, Purchaser and the Surviving Corporation of their respective obligations set forth in this SECTION 5.8(a). (b) In the event any directorsaction, officers suit, proceeding, or employees indemnification agreements investigation relating to this Agreement or to the transactions contemplated by this Agreement is commenced by a third party, whether before or after the Effective Time, the parties to this Agreement agree, subject to the fiduciary duties of the respective Directors of the Company and the Subsidiaries. Copies of the current directors’ Parent, to cooperate and officers’ indemnities have been provided use all reasonable efforts to the Offeror. defend against and respond to such action, suit, proceeding, or investigation. (c) For a period of not less than six three (63) years after the Effective DateTime, the Offeror Parent shall cause the Company (or its successor) Surviving Corporation to maintain officers' and directors' liability insurance for all persons currently covered under the Company's officers' and directors' liability insurance policies, in effect their capacities as officers and directors, on terms no less favorable to the covered persons than such existing insurance; provided, however, that Parent shall not be required in order to maintain or procure such coverage to pay an annual premium in excess of 200% of the current policies of directors and officers liability insurance and fiduciary liability insurance maintained annual premium paid by the Company for its existing coverage (the "Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same Cap, Parent shall only be required to obtain as much coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous as can be obtained by paying an annual premium equal to the insured in any material respectCap. This SECTION 5.8(c) with respect is intended to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) be for the benefit of, and shall be enforceable by, each indemnified partythe persons referred to above, his heirs, executors, administrators their heirs and other legal representatives and (ii) in addition topersonal representatives, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by binding on Parent and its successors and assigns. (d) The covenants contained in this SECTION 5.8 will survive the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation Merger and the Termination of this paragraph prior to the Effective DateAgreement as a result thereof, indefinitely.

Officers’ and Directors’ Indemnification. The Offeror (a) For a period of six (6) years from the Effective Time, Parent shall cause indemnify, defend and hold harmless, to the Company fullest extent permitted under applicable Law, the individuals who on or prior to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any Effective Time were directors, officers or employees indemnification agreements of the Company or any of the Subsidiaries (collectively, the “Company Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of the Subsidiaries at any time prior to the Effective Time. In addition, during such period, Parent shall pay and advance any reasonable and documented out of pocket expenses of any Company Indemnitee under this Section 5.13, as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non appealable, that such Company Indemnity is not entitled to indemnification hereunder or indemnification of such Company Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) A Company Indemnitee shall notify Parent in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought; provided, that the failure to so notify shall not affect the obligations of Parent except to the extent that Parent is materially prejudiced thereby. Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and Parent shall have no obligation hereunder to any Company Indemnitee when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non appealable, that indemnification of such Company Indemnitee in the manner contemplated hereby is prohibited by applicable Law. Each of Parent and the Subsidiaries. Copies Company Indemnitees shall cooperate in the defense of any claim and shall furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (c) Parent agrees that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each Company Indemnitee provided for in the respective Constituent Documents or otherwise in effect as of the current date hereof shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification to any claims asserted or made within such period shall continue solely with respect to such claim until the disposition of such claim. (d) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ indemnities have been provided liability insurance coverage for the Company’s directors and officers in a form acceptable to the Offeror. For a period of not less than Company that shall provide such directors and officers with coverage for six (6) years after following the Effective DateTime of not less than the existing coverage and have other terms not materially less favorable to, the Offeror insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; provided, however, that any such extended insurance coverage shall be on terms and conditions reasonably satisfactory to Parent. Parent shall, and shall cause the Final Surviving Entity to, maintain such policy in full force and effect for a period of six (6) years following the Effective Time; provided, that Company (or its successor) Stockholder shall reimburse Parent on a dollar-for-dollar basis for any reasonable and documented out of pocket expenses incurred by Parent to maintain such policy during the applicable period. The Company Indemnitees may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such insurance. (e) The obligations under this Section 5.13 shall not be terminated or modified in effect such a manner as to adversely affect any Company Indemnitee to whom this Section 5.13 applies without the current policies consent of directors and officers liability insurance and fiduciary liability insurance maintained by such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.13 applies shall be third party beneficiaries of this Section 5.13 and shall be entitled to enforce the Subsidiaries covenants contained herein). (provided that f) In the Offeror may substitute therefor policies event Parent or the Final Surviving Entity or any of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are successors or assigns (i) for the benefit of, consolidates with or merges into any other Person and shall not be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and the continuing or surviving corporation or entity of such consolidation or merger or (ii) in addition totransfers or conveys all or substantially all of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights the extent necessary proper provision shall be held by made so that the Offeror successors and assigns of Parent or the Final Surviving Entity, as the case may be, assume the obligations set forth in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective DateSection 5.13.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Each of Parent and Merger Sub agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, officer, Employee, fiduciary and agent of the Company (each, a “Company Indemnitee”) provided for in Charter Documents shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to maintain indemnification in effect respect of any claims asserted or made within such period shall continue until the current or substantially similar (subject disposition of such claim. From and after the Effective Time, Parent and the Surviving Company also agree to any changes required by applicable law) provisions regarding indemnification of indemnify and hold harmless the present and former officers and directors contained in the constating documents of the Company and in respect of acts or omissions occurring prior to the Subsidiaries and Effective Time to the extent provided in any directors, officers or employees written indemnification agreements of between the Company and such officers and directors. The Parent and Surviving Corporation will have no obligation to indemnify any Person under this Section 6.8(a) for any claim to the Subsidiaries. Copies extent (i) the claim is not covered by, or exceeds the limits of, the D&O Tail Policy and (ii) the claim also constitutes a breach under this Agreement of any representation under Articles II or III for which the Surviving Corporation would be entitled to indemnification under the provisions of Article VIII without regard to the expiration of the current applicable survival periods thereunder. (b) In the event that prior to the Effective Time, Parent purchases, on behalf of the Company, an extended reporting period endorsement under the existing directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify for the directors and officers of the Company providing them with coverage for a period of time following the Effective Time (the “D&O Tail Policy”), Parent shall, and shall cause the Subsidiaries during all periods Surviving Company to, maintain such D&O Tail Policy in full force and effect without any amendments or modifications thereto, including the scope or amount of coverage provided thereunder, continue to honor the obligations thereunder and cooperate and provide reasonable assistance to the directors and officers of the Company prior to the Effective Time in their efforts to obtain coverage, submit a claim or seek payment under such D&O Tail Policy. (c) The obligations under this Section 6.9 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.9 applies without the fullest extent to which consent of such affected Company Indemnitee (it being expressly agreed that the Company and the Subsidiaries are permitted Indemnitees to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions whom this Section 6.9 applies shall be third party beneficiaries of this paragraph. The provisions of this paragraph are (i) for the benefit of, Section 6.9 and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights entitled to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by enforce the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datecovenants contained herein).

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Parent and Merger Sub agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers personal liability of, each present and directors contained in the constating documents former director, officer, employee, fiduciary and agent of the Company and the Company Subsidiaries and any directors, officers provided for in their respective charters or employees indemnification agreements by-laws or otherwise in effect as of the Company date hereof shall continue in full force and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For effect for a period of not less than six (6) years (seven (7) years in the case of the Israel subsidiary) from the Effective Time; provided, however, that all rights to indemnification in respect of any claims (each a “D&O Claim”) asserted or made within such period shall continue until the disposition of such D&O Claim. Without limiting the general indemnification rights of the Company Directors & Officers under this Section 5.15, from and after the Effective DateTime, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company Surviving Corporation also agrees to indemnify and hold harmless the present and former officers and directors and officers of the Company and the Company Subsidiaries during all periods in respect of acts or omissions occurring prior to the Effective Time to the fullest extent provided in any written indemnification agreements which have been previously disclosed to which Parent between the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations and/or one or more of the Company and Subsidiaries. (b) The obligations under this Section 5.15 shall not be terminated or modified in such a manner as to adversely affect any Company Director & Officer to whom this Section 5.15 applies without the Subsidiaries under all consent of such Company Director & Officer (it being expressly agreed that the provisions Company Directors & Officers to whom this Section 5.15 applies shall be third party beneficiaries of this paragraphSection 5.15 and shall be entitled to enforce the covenants contained herein). (c) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (a “D&O Tail Policy“), the expense for which shall be included in Company Fees and Expenses. The provisions of this paragraph are (i) for the benefit ofParent shall, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition cause the Surviving Corporation to, maintain such D&O Tail Policy in full force and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by effect until the Offeror in trust for such person provided however that no approval of any beneficiary expiration of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datepolicy.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Purchaser agrees that all rights to indemnification, advancement or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company (the “D&O Indemnified Persons”) provided for in their respective Organizational Documents (all of which have been made available to maintain Purchaser) or in any indemnification agreement set forth on Schedule 4.4(a) in effect as of the current or substantially similar (subject Agreement Date with respect to any changes such rights relating to matters occurring prior to the Closing Date, will survive the Transaction and continue in full force and effect following the Closing Date. The indemnification, advancement and liability limitation or exculpation provisions of each of the Company’s Organizational Documents will not be amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of the D&O Indemnified Persons, unless such modification is required by applicable law) provisions regarding Law. Without limiting the general indemnification and advancement rights of the D&O Indemnified Persons under this Section 4.4(a), from and after the Closing Date, Purchaser and the Surviving Corporation also agree to indemnify, advance to and hold harmless the present and former officers and directors contained in the constating documents of the Company and in respect of acts or omissions occurring prior to the Subsidiaries and any directors, officers Closing to the extent such right to indemnification or employees advancement is provided for in the indemnification agreements set forth on Schedule 4.4(a), a true and complete copy of which has been made available to Purchaser. (b) Prior to the Effective Time, the Company and shall purchase an extended period endorsement under the Subsidiaries. Copies of the current Company’s existing directors’ and officers’ indemnities have been provided liability insurance coverage for the Company’s directors and officers in a form acceptable to the Offeror. For a period Company and Purchaser that shall provide such directors and officers with coverage for six years following the Closing Date of not less than six (6) years after the Effective Dateexisting coverage and have other terms not materially less favorable to, the Offeror shall cause insured persons than the Company (or its successor) to maintain in effect the current policies of directors directors’ and officers officers’ liability insurance and fiduciary liability insurance coverage presently maintained by the Company and (the Subsidiaries (“D&O Insurance Coverage”), provided that the Offeror may substitute therefor policies full cost and all premiums associated with such D&O Insurance Coverage are paid in lump sum by the Purchaser at the Closing, with 50% of at least such costs or premiums being treated as a Company Transaction Expense. Purchaser shall, and shall cause the same coverage and Surviving Corporation to continue to honor the obligations under the D&O Insurance Coverage, provided, that neither Purchaser nor the Surviving Corporation shall be required to pay any additional premium amounts containing terms and conditions which are, in following the aggregate, no less advantageous to the insured in any material respect) Closing with respect to claims arising from facts such coverage, including any additional premium amounts to maintain such D&O Insurance Coverage. (c) The obligations under this Section 4.4 shall not be terminated or events which occurred on or before modified in such a manner as to adversely affect any D&O Indemnified Person to whom this Section 4.4 applies without the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit consent of such directors, officers and employees D&O Indemnified Person (it being expressly agreed that the obligations of the Company and the Subsidiaries under all of the provisions D&O Indemnified Person to whom this Section 4.4 applies shall be third party beneficiaries of this paragraph. The provisions of this paragraph are (i) for the benefit of, Section 4.4 and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) entitled to enforce the covenants contained in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective DateAgreement).

Officers’ and Directors’ Indemnification. The Offeror shall cause the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable lawa) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any directorsNewco agrees that, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For for a period of not less than six (6) years after following the Effective Closing Date, it will not cause AGC, GEI or any of the Offeror shall cause Transferred Entities to amend their respective Organization Documents in a manner which would alter the Company (rights of indemnification or its successor) to maintain exculpation existing in effect the current policies favor of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of AGC, GEI or any of the Company Transferred Entities as provided in the Organizational Documents of AGC, GEI and the Subsidiaries during all periods Transferred Entities, respectively, in effect on the date hereof with respect to matters occurring prior to the Effective Time Closing Date (unless the Organizational Documents of a successor entity would contain provisions providing for indemnification or exculpation that are the same as the comparable provisions in the predecessor's Organizational Documents); provided, however, that no indemnity shall be available to the fullest extent any -------- ------- Person in respect of any amounts payable by an Indemnifying Party in respect of Losses as to which the Company and the Subsidiaries are permitted any NGP Indemnitee is entitled to indemnify indemnity from such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of Indemnifying Party pursuant to the provisions of this paragraph. The provisions of this paragraph are (i) Article XII or Article XV or would be so entitled but for the benefit oflimitations and restrictions set forth in Section 15.2 or Section 16.2, except to the extent any payment in respect thereof is covered by officers' and directors' liability insurance. (b) Until the sixth anniversary of the Closing Date, NGP, NGOP and any surviving member of the Price Entities shall be enforceable by, each indemnified party, his heirs, executors, administrators maintain officers' and other legal representatives directors' liability insurance covering the Persons who are presently covered by such Price Entity's officers' and (ii) in addition to, directors' liability insurance policies with respect to acts and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph omissions occurring prior to the Effective Closing Date, by obtaining tail coverage of such existing insurance policies on terms that are no less favorable than the terms of the current insurance in effect on the date hereof and providing coverage only with respect to matters occurring prior to the Closing Date, to the extent that such tail insurance coverage can be maintained at an annual cost to such surviving entity of not greater than 150% of the annual premium for the current insurance policies and, if such tail coverage cannot be maintained at such cost, providing such coverage as can be so maintained at a cost equal to 150% of the annual premium for the current insurance policies.

Officers’ and Directors’ Indemnification. The Offeror (a) Parent and Merger Sub agree that the certificate of incorporation and bylaws of the Surviving Corporation shall cause contain provisions no less favorable with respect to indemnification or exculpation existing in favor of, and all limitations on the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers personal liability of, each present and directors contained in the constating documents former director and officer of the Company and its Subsidiaries as contained in the Subsidiaries Certificate of Incorporation and the By-Laws as in effect on the date hereof, which provisions shall not be amended, repealed or modified for a period of six years from the Effective Time in any directorsmanner that would affect adversely the rights thereunder; provided, however, that all rights to indemnification in respect of any claims asserted or made within such six-year period shall continue until the disposition of such claim. From and after the Effective Time, Parent and the Surviving Corporation also agree to indemnify and hold harmless the present and former officers or employees indemnification agreements and directors of the Company and the Subsidiaries. Copies its Subsidiaries in respect of the current directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (acts or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods omissions occurring prior to the Effective Time to the fullest extent to which provided in the Company Certificate of Incorporation and the Subsidiaries are permitted to indemnify such officers and directors By-Laws as in effect on the date hereof as well as in any Indemnification Agreements. In the event that any acts or omissions that require indemnification under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit any Indemnification Agreement constitute a breach of such directors, officers and employees the obligations any of the Company Company’s representations and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit ofwarranties contained in Article IV, and Parent shall still be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, entitled to any other rights to indemnification or contribution that any such person it may have by contract under Article X. (b) At the Effective Time, Parent shall purchase or otherwise, cause the Surviving Corporation to purchase directors’ and such rights shall be held officers’ liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers currently covered by the Offeror in trust Company’s existing director’s and officer’s liability insurance policy that shall provide such directors and officers with coverage for six years following the Effective Time of not less than the existing coverage on the date hereof and have other terms not materially less favorable to, the insured Persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company to the extent such liability insurance can be maintained at a cost to Parent not greater than the cost of 150% of the cost of the most recent annualized premium for the current directors and officers’ liability insurance on the date hereof; provided, however, that if such insurance cannot be maintained or obtained at such cost, Parent shall cause the Surviving Corporation to maintain or obtain the maximum amount of insurance coverage that can be maintained or obtained (not to exceed six years following the Effective Time) at a cost equal to 150% of the cost of the most recent annualized premium for such person provided however insurance. (c) The obligations under this Section 8.6 shall not be terminated or modified in such a manner as to adversely affect any Person that no approval of is now, or has been at any beneficiary of such trust shall be required in connection with an amendment time prior to the date hereof, or variation of this paragraph that becomes prior to the Effective DateTime, a director, officer, employee, fiduciary or agent of the Company or any of its Subsidiaries (the “Indemnified Parties”) to whom this Section 8.6 applies without the consent of such Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 8.6 applies shall be third party beneficiaries of this Section 8.6 and shall be entitled to enforce the covenants contained herein). (d) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 8.6.

Officers’ and Directors’ Indemnification. The Offeror shall cause (a) Subject to Applicable Laws, Parent and MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers personal liability of, each present and directors contained in the constating documents former director, officer, employee, fiduciary and agent of the Company and its Subsidiaries on or prior to the Subsidiaries and any directors, officers Effective Time provided for in the respective charters or employees indemnification agreements by-laws as of the Company date hereof shall continue in full force and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For effect in all material respects for a period of not less than six (6) years after from the Effective DateTime; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. (b) At the Effective Time, the Offeror Surviving Corporation shall purchase an extended reporting period endorsement under the Company's existing directors' and officers' liability insurance coverage (or otherwise obtain similar insurance) for the Company's directors and officers at the Effective Time in a form reasonably acceptable to the Company that shall provide such directors and officers with coverage for six (6) years following the Effective Time on terms not materially less favorable to the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company, so long as the aggregate cost is not more than $500,000. In the event that the cost for such coverage exceeds $500,000, the Surviving Corporation shall enter into any agreement to spend up to that amount to purchase such lesser coverage as may be obtained with such amount. Parent shall, and shall cause the Company Surviving Corporation to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (c) Subject to Applicable Laws, the obligations under this Section 7.8 shall not be terminated or its successormodified in such a manner as to materially adversely affect any Indemnified Party (as defined in Section 7.8(d)) to maintain in effect whom this Section 7.8 applies without the current policies consent of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries such Indemnified Party (provided it being expressly agreed that the Offeror may substitute therefor policies Indemnified Parties to whom this Section 7.8 applies shall be third party beneficiaries of this Section 7.8 and shall be entitled to enforce the covenants contained herein). (d) For the purposes of this Section 7.8, "Indemnified Party" means any person who is now, or has been at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous any time prior to the insured in any material respect) with respect to claims arising from facts date hereof, or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods who becomes prior to the Effective Time Time, an individual entitled to indemnification pursuant to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations charter or by-laws of the Company and or one of its Subsidiaries or the Subsidiaries under all terms of the provisions existing directors and officers' insurance policy of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) Company as in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to effect at the Effective DateTime.

Officers’ and Directors’ Indemnification. The Offeror (a) Purchaser shall cause the Surviving Corporation to keep in effect in each of its certificate of incorporation and by-laws and the certificates of incorporation and by-laws (or other comparable documents) of each of its Subsidiaries, provisions providing for exculpation and indemnification of the respective officers and directors of the Company and its Subsidiaries to the fullest extent permitted under applicable law. (b) Purchaser shall cause to be maintained in effect, for not less than six years from the Effective Time, for the benefit of the current or former directors, officers, agents and employees of the Company, directors' and officers' liability insurance policies that provide coverage for events occurring at or prior to the Effective Time and contain terms and conditions which are no less advantageous to the directors, officers, agents and employees who are covered thereby, as those policies or binders maintained by the Company at the Effective Time ("EFFECTIVE TIME COVERAGE"); PROVIDED, HOWEVER, that the Purchaser shall not be required to cause Effective Time Coverage to be maintained if the annual premium therefor would be in excess of 200% of the annual premium rate of the D&O Binder; PROVIDED, FURTHER, that if Effective Time Coverage cannot be obtained without paying an annual premium in excess of such limit, Purchaser shall cause to be maintained as much coverage as can be obtained by paying an annual premium equal to such limit; PROVIDED, FURTHER, that the covered directors and officers shall have the right, but not the obligation, to cause the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any directors, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees Coverage for the benefit of such directors, officers and employees persons if such persons bear the obligations cost of such insurance premium in excess of the Company and 200% limit. (c) In the Subsidiaries under all event Purchaser or any of the provisions of this paragraph. The provisions of this paragraph are its successors or assigns (i) for the benefit of, consolidates with or merges into any other person and shall not be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and the continuing or surviving corporation or entity of such consolidation or merger or (ii) in addition totransfers or conveys all or substantially all of its properties and assets to any person, then, and not in substitution foreach such case, any other rights to indemnification or contribution that any such person may have by contract or otherwisethe extent necessary to effectuate the purposes of this SECTION 8.10, and such rights proper provision shall be held by made so that the Offeror successors and assigns of Purchaser assume the obligations set forth in trust for such person provided however that no approval this SECTION 8.10 and none of any beneficiary of such trust the actions described in clauses (i) or (ii) shall be required in connection with an amendment or variation of this paragraph prior to the Effective Datetaken until such provision is made.

Officers’ and Directors’ Indemnification. The Offeror (a) From and after the Effective Time, Parent shall, and shall cause the Company to maintain in effect the current or substantially similar Surviving Corporation and its Subsidiaries to, (subject to any changes required by applicable lawi) provisions regarding indemnification of officers indemnify and directors contained in the constating documents hold harmless each present and former director and officer of the Company and each present and former director and officer of each Company Subsidiary (collectively, the Subsidiaries “Company Indemnities”), against any liabilities, losses, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees and expenses) incurred or suffered by any directors, officers or employees indemnification agreements of the Company Indemnities in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or any Company Subsidiary would have been permitted under applicable Law and under the Subsidiaries. Copies Company Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary, in each case as in effect on the current date of this Agreement, to indemnify such Company Indemnities and (ii) advance expenses as incurred by any Company Indemnities in connection with any matters for which such Company Indemnities is entitled to indemnification from Parent pursuant to this Section 5.15(a) to the fullest extent permitted under applicable Law or, if greater, under the Company Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary; provided, however, that the Company Indemnities to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company Indemnities is not entitled to indemnification under applicable Law, the Company Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary, or pursuant to this Section 5.15(a). (b) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ indemnities have been provided liability insurance coverage for the Company’s directors and officers in a form reasonably acceptable to the Offeror. For a period of not less than Parent that shall provide such directors and officers with coverage for six (6) years after following the Effective DateTime of not less than the existing coverage and have other terms not materially less favorable to, the Offeror shall cause insured persons than the Company (or its successor) to maintain in effect the current policies of directors directors’ and officers officers’ liability insurance and fiduciary liability insurance coverage presently maintained by the Company Company. Parent shall maintain such policy in full force and effect, and continue to honor the Subsidiaries obligations thereunder. (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing c) The terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph Section 5.15 are (i) intended to be in addition to the rights otherwise available to the Company Indemnitees by applicable Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators the Company Indemnitees and other legal representatives their respective heirs and representatives. The obligations under this Section 5.15 shall not be terminated or modified un such a manner as to adversely affect any Company Indemnitee to whom this Section 5.15 applies without the consent of such affected Company Indemnitee (ii) in addition to, and not in substitution for, any other rights it being expressly understood that the Company Indemnitees to indemnification or contribution that any such person may have by contract or otherwise, and such rights whom this Section 5.15 applies shall be held by the Offeror in trust for such person provided however that no approval third party beneficiaries of any beneficiary of such trust this Section 5.15 and shall be required in connection with an amendment or variation of this paragraph prior entitled to enforce the Effective Datecovenants contained herein).