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

Officers’ and Directors’ Indemnification. (a) The Company and the Surviving Corporation agree that all rights to indemnification and all limitations on liability existing in favor of any individual who was on or at any time prior to the Effective Time, a director, officer, employee or agent of the Company (an "Indemnified Person") in respect of acts or omissions of such Indemnified Person on or prior to the Effective Time, as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company in effect as of the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policy.

Officers’ and Directors’ Indemnification. (a) The Company and the Surviving Corporation agree that all rights to indemnification and all limitations on liability existing in favor of any individual who was on or at any time prior to the Effective Time, Time was a director, officer, employee or agent of the Company (an "“Indemnified Person"”) in respect of acts or omissions of such Indemnified Person on or prior to the Effective Time, as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company in effect as of the date of this Agreement, shall survive will continue in full force and effect in accordance with its terms and will not be amended, repealed or otherwise modified after the Merger Effective Time in any manner that would adversely affect the rights thereunder of the individuals who on or at any time prior to the Effective Time was a director, officer, employee or agent of the Company, and shall be observed by the Surviving Corporation will honor all such indemnification provisions. The Certificate of Incorporation and the Bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the fullest extent available under Delaware law Company’s Certificate of Incorporation and Bylaws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective TimeTime in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors or officers of the Company, unless such modification is required by law. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's ’s current directors' ’ and officers' ’ liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's ’s current policy for six years from the Effective Time to maintain in effect directors' ’ and officers' ’ liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's ’s directors' ’ and officers' ’ liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's ’s current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300150% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's ’s current policy.

Officers’ and Directors’ Indemnification. (a) The Company and the Surviving Corporation agree agrees that all rights to indemnification existing in favor of, and all limitations on the personal liability existing in favor of any individual who was on or at any time prior to of, the Effective Timedirectors, a directorofficers, officer, employee or agent employees and agents of the Company and the Company Subsidiaries (an collectively, the "Indemnified PersonParties") in respect of acts or omissions of such Indemnified Person on or prior to the Effective Time, as provided for in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company as in effect as of the date of this Agreementhereof with respect to matters occurring prior to the Effective Time, shall survive and including the Merger and the other Transactions, shall be observed by the Surviving Corporation to the fullest extent available under Delaware law continue in full force and effect for a period of not less than six (6) years from the Effective Time. The Surviving Corporation willPrior to the Effective Time, at its selection, either: the Company shall purchase and fully pay for prior to the Effective Time an extended reporting period endorsement (ia so called "tail policy") cause to be maintained in effect under the Company's current existing directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to coverage for the Effective Time; (ii) extend the discovery or reporting period under Company and the Company's current policy directors and officers in a form acceptable to the Company and Parent which shall provide the Company and such directors and officers with coverage for six (6) years from following the Effective Time to maintain in effect of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered coverage presently maintained by the Company's Company so long as the aggregate cost of the directors' and officers' liability insurance policy on terms no for such six (6) year period is less favorable than $750,000 (the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time"Maximum Insurance Premium"); provided, however, that (i) the Company agrees to cooperate in no good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event will that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policyCorporation.

Officers’ and Directors’ Indemnification. The Offeror shall cause the Company to maintain in effect the current or substantially similar (asubject to any changes required by applicable law) The provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Surviving Corporation agree that all rights to Subsidiaries and any directors, officers or employees indemnification and all limitations on liability existing in favor of any individual who was on or at any time prior to the Effective Time, a director, officer, employee or agent agreements of the Company (an "Indemnified Person") in respect and the Subsidiaries. Copies of acts or omissions of such Indemnified Person on or prior the current directors’ and officers’ indemnities have been provided to the Effective Time, as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company in effect as of the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for Offeror. For a period of not less than six (6) years from after the Effective Time. The Surviving Corporation willDate, at the Offeror shall cause the Company (or its selection, either: (isuccessor) cause to be maintained maintain in effect the Company's current directors' policies of directors and officers' officers liability insurance policy 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 that which occurred at on or prior to before the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from Date. After the Effective Time Date the Offeror shall cause the Company to maintain in effect directors' indemnify the directors and officers' liability insurance with respect to claims arising from facts or events that occurred at or 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 those persons who 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 currently covered (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 Company's directors' and officers' liability insurance policy on terms Offeror in trust for such person provided however that no less favorable than the terms approval of any beneficiary of such current insurance policy; trust shall be required in connection with an amendment or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or variation of this paragraph prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policyDate.

Officers’ and Directors’ Indemnification. Prior to the Closing Date, the Company shall obtain a prepaid extended reporting period or “tail” policy insuring the current and former officers and directors of the Company (athe “D&O Indemnified Persons”) The under the current program of directors’ and officers’ 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 Second Merger Surviving Corporation 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 indemnification, advancement of expenses and all limitations on liability exculpation by the Company now existing in favor of any individual who was on or at any time prior to the Effective Time, a director, officer, employee or agent of the Company (an "Indemnified Person") in respect of acts or omissions of such each D&O Indemnified Person on or prior to the Effective Time, as provided in the Certificate Company Charter Documents or written agreement providing for indemnification of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person such individual and the Company Made Available, in each case as in effect as of on the date of this Agreement, shall survive 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 rights of the D&O Indemnified Persons thereunder or an amendment, replacement or modification which is required by applicable Law, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. The provisions of this Section 5.11 are intended for the benefit of, and shall be observed by enforceable by, each D&O Indemnified Person. The obligations of the Surviving Corporation 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, personal representatives, successors or assigns) without the prior written consent of such D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns, as applicable), except to the fullest extent available under Delaware law for a period of six years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% comply with applicable Law. For clarity, Buyer shall assume, and be jointly and severally liable for, and shall cause the First Merger Surviving Entity and the Second Merger Surviving Entity to honor, each of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount covenants and obligations in excess of 300% of the annualized cost of the Company's current policythis Section 5.11.

Officers’ and Directors’ Indemnification. (a) The Company Company, Sellers and the Surviving Corporation Buyer agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability existing in favor of any individual who was on or at any time prior to 38 of, the Effective Timemanagers, a directordirectors, officer, employee or agent officers and employees of the Company (an "Indemnified PersonPersons") provided for in respect of acts or omissions of such Indemnified Person on or prior to its By-laws and the Effective TimeCertificate, as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company in effect as of the date of this Agreementhereof with respect to matters occurring prior to the Closing, and specifically including the transactions contemplated hereby, shall survive the Merger continue in full force and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law effect for a period of six (6) years from the Effective TimeClosing, and Buyer shall cause the 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 Certificate; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. The Surviving Corporation willNotwithstanding the foregoing, at no person shall have any rights against Buyer or the GT Companies or any of their respective directors, officers, stockholders or employees (in their capacities as such), or their successors or assigns, whether by contribution, indemnification, subrogation or otherwise, in respect of any payments of Losses made by any such person to the Buyer Indemnified Parties pursuant to Article 8 or otherwise in connection with any matter constituting a breach or inaccuracy of any representation or warranty of the Company or the Sellers, or a failure by the Company or the Sellers to perform or comply with any covenant or other agreement made by the Company or the Sellers. In the event that the Company transfers all or substantially all of its selectionproperties and assets to any Person, either: (i) cause 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 under this Section 6.6. Prior to be maintained in effect the Closing, the Company shall purchase an extended reporting period endorsement under the Company's current existing directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior coverage for the Company in a form acceptable to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy Company which shall provide such directors and officers with coverage for six (6) years from following the Effective Time Closing of not less than the existing coverage under, and which shall have other terms not materially less favorable to maintain in effect the insured persons than, the directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered coverage presently maintained by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous . This Section 6.6 is intended to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% benefit each of the annual premium currently paid by Indemnified Persons and their respective heirs and personal representatives, each whom shall be entitled to enforce the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policyprovisions hereof.

Officers’ and Directors’ Indemnification. (a) The Company Company, Parent and the Surviving Corporation MergerCo agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability existing in favor of any individual who was on or at any time prior to of, the Effective Timedirectors, a directorofficers, officer, employee or agent employees of the Company (an "“Indemnified Person"Persons”) provided for in respect of acts or omissions of such Indemnified Person on or prior to the Effective Time, its Charter and by-laws as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company in effect as of the date of this Agreementhereof with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall survive the Merger continue in full force and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law effect for a period of six (6) years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective TimeClosing; provided, however, that all rights to indemnification in no event will respect of any claims (each a “Claim”) asserted or made within such period shall continue until the disposition of such Claim. Following the Closing, Parent shall not, and shall not permit the Surviving Corporation Company 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 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 to expend for any such coverage an amount per year by law or in excess of 300% of the annual premium currently paid by the Company for such insurance Charter or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost by-laws of the Company's current policy. 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 (or the Surviving Company, as applicable) under this Section 7.4. Prior to the Closing, the Company 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 acceptable to the Company which shall provide such directors and officers with coverage for six (6) years following the Closing 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 insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company. This Section 7.4 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. (a) The Company Company, the Stockholders and the Surviving Corporation Harbor agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability existing in favor of any individual who was on or at any time prior to of, the Effective Timedirectors, a director, officer, employee or agent officers and employees of the Company and the Company Subsidiary (an "“Indemnified Person"Persons”) in respect of acts or omissions of such Indemnified Person on or prior to the Effective Time, as provided for in the Certificate of Incorporation or Company Charter and the Company Bylaws and the organizational documents of the Company or any agreement between an Indemnified Person and the Company Subsidiary, as applicable, as in effect as of the date of this AgreementAgreement with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall survive the Merger continue in full force and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law effect for a period of six (6) years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective TimeClosing; 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 organizational documents of the 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’ liability insurance coverage for the Company’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 have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; provided that the cost of any such insurance coverage shall be fully accrued as a liability on the 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 (b) no event will Stockholder shall be entitled to rely on the Surviving Corporation be required to expend provisions of, or seek indemnification under, the Company Charter or Company Bylaws for any claim by a Harbor Indemnified Party against such coverage an amount per year in excess of 300% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policyStockholder.

Officers’ and Directors’ Indemnification. (a) The Company Company, the Stockholders and the Surviving Corporation Buyer agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability existing in favor of any individual who was on or at any time prior to of, the Effective Timedirectors, a directorofficers, officer, employee or agent employees of the Company and its Subsidiaries (an "Indemnified PersonPersons") provided for in respect its Charter and by-laws and the organizational documents of acts or omissions of such Indemnified Person on or prior to the Effective Timeits Subsidiaries, as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company applicable, as in effect as of the date of this Agreementhereof with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall survive the Merger continue in full force and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law effect for a period of six (6) years from the Effective TimeClosing; 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. The Surviving Corporation willFollowing the Closing, at Buyer shall not, and shall not permit the Company or any Subsidiary to, amend or modify its selectionCharter or by-laws or other organizational documents, either: (i) 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 any Subsidiary 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 Charter or by-laws of the Company or the organizational documents of such Subsidiary, as applicable. In the event that the Company or any Subsidiary transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be maintained in effect 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 current existing directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under coverage for the Company's current policy 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 from following the Effective Time to maintain in effect 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 with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered coverage presently maintained by the Company's directors' . This Section 5.10 is intended to benefit each of the Indemnified Persons and officers' liability insurance policy on terms no less favorable their respective heirs and personal representatives, each whom shall be entitled to enforce the provisions hereof. Nothing in this Section 5.10 shall be deemed to extend to Stockholders (other than the terms trustees, officers or directors of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions Stockholders that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts officers or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost directors of the Company's current policy) any rights of directors, officers or employees provided for herein.

Officers’ and Directors’ Indemnification. (a) The Company Company, the Sellers and the Surviving Corporation Buyer agree that all rights to indemnification exculpation, indemnification, defense and advancement of expenses existing in favor of, and all limitations on the personal liability existing in favor of any individual who was on or at any time prior to of, the Effective Timedirectors, a directorofficers, officer, employee or agent employees of the Company and its Subsidiaries (an "Indemnified PersonPersons") in respect of acts or omissions of such Indemnified Person on or prior to the Effective Time, as provided for in the Certificate Articles of Incorporation or Bylaws bylaws of the Company or any agreement between an Indemnified Person and the Company its Subsidiaries, as applicable, as in effect as of June 30, 2009, or in any organizational documents or Contracts identified in Section 6(d) of the Disclosure Schedule (provided Company has provided Buyer with a true and correct copy thereof prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation hereof) with respect to (to the fullest extent available under Delaware law provided in such Articles of Incorporation, bylaws, organizational documents or Contracts) all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions by them in their capacity as directors, officers or employees prior to and through the Closing, and (to the extent provided in such Articles of Incorporation, bylaws, organizational documents or Contracts) specifically including the transactions contemplated hereby, will continue in full force and effect for a period of six (6) years from the Effective TimeClosing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period will continue until the disposition of such claim. The Surviving Corporation willFollowing the Closing, at Buyer will not, and will not permit Company or any Subsidiary to, amend or modify its selectionArticles of Incorporation or bylaws or other organizational documents, either: (i) as applicable, except as required by applicable Legal Requirements, if the effect of such amendment or modification would be to lessen or otherwise adversely affect the exculpation of, or rights to indemnification, defense or advancement of expenses of, such Indemnified Persons as provided therein, and Buyer will cause Company or any Subsidiary to advance, from its own resources, expenses to each such Indemnified Person in connection with any proceeding involving such Indemnified Person to the fullest extent so permitted by the provisions of such Articles of Incorporation, bylaws, other organizational documents or Contracts upon receipt of any undertaking required by applicable Legal Requirements or in the Articles of Incorporation, bylaws, other organizational documents or contracts of Company or such Subsidiary, as applicable. In the event that Company or any Subsidiary transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision will be maintained in effect made so that the transferee of such properties or assets will assume the obligations of Company or such Subsidiary, as applicable, under this Section 6(d). Such transfer and assumption shall not release the Buyer or Company from its obligations under this Section 6(d). Prior to the Closing, Company will purchase an extended reporting period endorsement under Company's current existing directors' and officers' liability insurance policy coverage (“Extended Coverage”) for Company's and its Subsidiaries' directors and officers in a form acceptable to Company which will provide such directors and officers with respect to claims arising from facts coverage for six (6) years (or events that occurred at or prior such shorter period permitted by the existing policy) following the Closing, which coverage (to the Effective Time; (iiextent permitted by the existing policy) extend will be equal to the discovery or reporting period under existing coverage under, and have other terms not materially less favorable to, the Company's current policy for six years from insured Persons than the Effective Time to maintain in effect directors' and officers' liability insurance with respect coverage presently maintained by Company. This Section 6(d) is intended to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% benefit each of the annual premium currently paid by Indemnified Persons and their respective heirs and personal representatives, each of whom will be entitled to enforce the Company provisions hereof. Nothing in this Section 6(d) will be deemed to extend to Sellers (other than Sellers and trustees, officers or directors of Sellers in their capacity as officers or directors of Company) any rights of directors, officers or employees provided for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policyherein.

Officers’ and Directors’ Indemnification. (a) The 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 Surviving Corporation agree 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 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, 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 rights to indemnification interest, assessments and all limitations on liability existing other charges paid or payable in favor connection with or in respect of any individual who was 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 directorwritten notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, officer, employee or agent 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 (an "Indemnified Person") 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 acts which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or omissions judgment includes an unconditional release of such Indemnified Person on or prior to the Effective Time, as provided in the Certificate Parties from all liability arising out of Incorporation or Bylaws of the Company or any agreement between an such Claim. No Indemnified Person and the Company in effect as of the date of this Agreement, shall survive the Merger and Party shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend liable for any such coverage an amount per year amounts paid in excess of 300% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policyany settlement effected without its prior express written consent.

Officers’ and Directors’ Indemnification. (a) The Company and the Surviving Corporation NaviSite agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability existing in favor of any individual who was on or at any time prior to of, the Effective Timedirectors, a directorofficers, officer, employee or agent employees of the Company (an "Indemnified PersonINDEMNIFIED PERSONS") provided for in respect Surebridge's Charter and by-laws and the organizational documents of acts or omissions of such Indemnified Person on or prior to the Effective Timeeach Subsidiary, as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company applicable, as in effect as of the date of this Agreementhereof with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, shall survive the Merger continue in full force and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law effect for a period of six (6) years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective TimeClosing; provided, however, that all rights to indemnification in no event respect of any claims (each a "CLAIM") asserted or made within such period shall continue until the disposition of such Claim. Following the Closing, NaviSite will indemnify and hold harmless the Surviving Corporation Indemnified Persons with respect to acts or omissions occurring prior to and through the 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 required subject to expend 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 Closing, NaviSite 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 coverage an amount per year amendment or modification would be to lessen or otherwise adversely affect the indemnification rights of such Indemnified Persons as provided therein, and NaviSite shall advance expenses to each such Indemnified Person in excess connection with any proceeding involving such Indemnified Person to the fullest extent so permitted upon receipt of 300% any undertaking required by Law or in the Charter or by-laws of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% organizational documents of the annualized cost 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 modification would be to lessen or otherwise adversely affect the Company's current policyindemnification rights of such Indemnified Persons as provided therein.

Officers’ and Directors’ Indemnification. (a) The Company and the Surviving Corporation agree that all rights to indemnification and all limitations on liability existing in favor of any individual who was on or at any time prior to the Effective Time, a director, officer, employee or agent of the Company (an "Indemnified Person") in respect of acts or omissions of such Indemnified Person on At or prior to the Closing, the Company shall purchase and pay in full all premiums relating to an extended reporting period endorsement (“run-off” policy) under the Company’s existing directors’ and officers’ 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 consummation of the transactions contemplated hereby). The cost of such policy shall be a Company Transaction Expense. For a period of six (6) 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 (6) year anniversary of the Effective Time), as provided 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 Certificate Company’s or its Subsidiaries’ respective certificate of Incorporation incorporation or Bylaws 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 agreement between an of its Subsidiaries or their respective predecessors (collectively, the “D&O Indemnified Person Parties”), in and to the Company 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 as of on the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Timehereof; provided, however, that any claims arising out of Fraud in no event will connection with this Agreement or the Surviving Corporation transactions contemplated hereby shall not be required subject to expend for any such coverage an amount per year in excess rights regarding indemnification, exculpation or advancement of 300% expenses, and the Buyer shall be entitled to cause the Company to amend the organizational documents of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policyand its Subsidiaries accordingly.