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

Officers’ and Directors’ Indemnification. (a) Parent agrees that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, partner, trustee and officer of the Company and the Company Subsidiaries provided for in the respective declarations of trust, charters or bylaws (or other applicable organizational documents) shall survive the Mergers (and, with respect to the Company or any Company Subsidiary that is not the surviving entity of the Mergers, shall be reflected in the applicable organizational documents of each such entity) and continue in full force and effect for a period of six (6) years from the Effective Time and all other indemnification agreements and arrangements in effect as of the date hereof shall remain in effect in accordance with their terms; 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 final disposition of such Claim. (b) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former trustee, partner, director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or at the Effective Time (including without limitation the transactions contemplated by this Agreement) in connection with such persons serving as an officer, trustee, partner, director or other fiduciary of the Company or any of its Subsidiaries or of any entity if such service was at the request or for the benefit of the Company. (c) Subject to Section 6.6 of the Company Disclosure Schedule, prior to the Effective Time, the Company shall be entitled to, and shall, purchase a “tail” insurance policy (which policy by its express terms shall survive the Mergers), of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company as the Company’s and the Company Subsidiaries’ existing policy or policies, and from insurance carriers with comparable credit ratings, for the benefit of the current and former officers and directors of the Company and each Company Subsidiary with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 6.6(c) for an amount equal to or less than the maximum premium set forth in Section 6.6(c) of the Company Disclosure Schedule, the Company shall be entitled to obtain as much comparable “tail” insurance as possible for an amount equal to such maximum premium. (d) The obligations under this Section 6.6 shall survive the Mergers and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of this Section 6.6 and shall be entitled to enforce the covenants contained herein). (e) In the event Parent, the Surviving Company 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, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company or such transferees, as the case may be, assume the obligations set forth in this Section 6.6. (f) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under any organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification agreement or arrangement, applicable Law or otherwise. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.6 is not prior to, or in substitution for, any such claims under any such policies.

Officers’ and Directors’ Indemnification. (a) In the event of any claim, action, suit, proceeding or investigation (a “D&O Claim”), whether civil, criminal, administrative or investigative, in which any Person who was immediately prior to the Effective Time a director or officer of the Company or any of its Subsidiaries (each, a “D&O Indemnified Party”) is, or is threatened to be, made a party based in whole or in part on the fact that such Indemnified Party was immediately prior to the Effective Time a director or officer of the Company or any of its Subsidiaries, or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, Parent agrees and the Surviving Corporation agree to cooperate and use their commercially reasonable efforts to defend against and respond to such D&O Claim. From and after the Closing Date, Parent and the Surviving Corporation shall indemnify and hold harmless, as and to the full extent permitted by applicable Law, each D&O Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such D&O Claim, and in the event of any such D&O Claim, (A) Parent and the Surviving Corporation from and after the Closing Date, shall promptly pay expenses incurred by each Indemnified Party as the same are incurred in advance of the final disposition of any such D&O Claim and (B) Parent and the Surviving Corporation will use their respective commercially reasonable efforts to assist in the vigorous defense of any such D&O Claim; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent; and provided further that Parent and the Surviving Corporation shall have no obligation hereunder to any D&O Indemnified Party 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 D&O Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. Any D&O Indemnified Party wishing to claim indemnification under this Section 6.10, upon learning of any D&O Claim, shall notify Parent and the Surviving Corporation thereof; provided that the failure to so notify shall not affect the obligations of Parent and the Surviving Corporation except to the extent such failure to notify materially prejudices such party. (b) Parent and the Surviving Corporation 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, partner, trustee and officer of the Company and the Company Subsidiaries D&O Indemnified Party provided for in the respective declarations charters, bylaws or organizational documents of trust, charters or bylaws (or other applicable organizational documents) shall survive the Mergers (and, with respect to the Company or any Company Subsidiary that is not the surviving entity of its Subsidiaries (or any successor or assign of the Mergers, Company or any of its Subsidiaries) in effect as of immediately prior to the Effective Time shall be reflected in the applicable organizational documents of each such entity) and continue in full force and effect for a period of six (6) years from the Effective Time and all other indemnification agreements and arrangements in effect as of the date hereof shall remain in effect in accordance with their termsTime; 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 final disposition of such Claim. (b) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former trustee, partner, director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or at the Effective Time (including without limitation the transactions contemplated by this Agreement) in connection with such persons serving as an officer, trustee, partner, director or other fiduciary of the Company or any of its Subsidiaries or of any entity if such service was at the request or for the benefit of the Company. (c) Subject to Section 6.6 of the Company Disclosure Schedule, prior Prior to the Effective TimeClosing, the Company shall be entitled topurchase, and shallParent agrees not to cancel for a period of six (6) years after the Closing Date, purchase a “tail” insurance fully paid tail policy (which policy by its express terms shall survive the Mergers)with coverages as described on Schedule 6.10(c) and with a deductible or self insured retention, as applicable, of at least no greater than $50,000 per claim (the same coverage and amounts containing terms and conditions that are no less favorable “Tail Policy”). The costs of purchasing the Tail Policy as of immediately prior to the directors and officers of Closing shall be borne by the Company as a Company Expense. Parent shall be solely and exclusively liable for making all payments of deductibles or self insured retentions (as the Company’s case may be) under the Tail Policy that first become due and payable following the Company Subsidiaries’ existing policy or policies, and from insurance carriers with comparable credit ratings, for the benefit Anniversary Date up to a maximum of the current and former officers and directors of the Company and each Company Subsidiary with a claims period of six years from the Effective Time $50,000 per claim made with respect to directors’ the Company, the Company Subsidiaries or any of their current or previous officers or directors in their capacities as such (the “Deductible Payments”). The Indemnifying Equity Holders shall be solely and officers’ liability insurance exclusively liable and responsible for claims arising from facts making all payments of all amounts, whenever due, under and with respect to the Tail Policy, except for the Deductible Payments (all such amounts, including the amount of all deductibles or events self insured retentions in excess of the maximum Deductible Payments and all deductibles and self insured retentions that occurred at first become due and payable on or prior to the Effective Time. If the Company is unable to obtain Anniversary Date, being 44 collectively the “tail” insurance described in Insurance Amounts”), it being understood and agreed that (i) no Parent Indemnitee shall be liable for the first sentence payment of, or responsible for the consequences of the non-payment of, any Insurance Amounts; (ii) all Parent Indemnitees shall be indemnified against the non-payment of any Insurance Amounts and all consequences of such non-payment, including all Indemnifiable Losses related thereto, pursuant to the terms of this Section 6.6(cAgreement; and (iii) for an amount equal any Parent Indemnitee may, in its sole and absolute discretion and without any obligation whatsoever to or less than do so, pay any Insurance Amounts at any time and from time to time, whereupon the maximum premium set forth in Section 6.6(c) of the Company Disclosure Schedule, the Company Parent Indemnitee making such payment shall be indemnified against, and entitled to obtain as much comparable “tail” insurance as possible for an amount equal to such maximum premiumprompt reimbursement from the Indemnifying Equity Holders for, all Insurance Amounts so paid. (d) The obligations under this Section 6.6 shall survive the Mergers and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of this Section 6.6 and shall be entitled to enforce the covenants contained herein). (e) In the event Parent, Parent or the Surviving Company 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, merger or (ii) transfers or conveys all or substantially all of its properties and assetsassets 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 Company or such transfereesCorporation, as the case may be, assume the obligations set forth in this Section 6.66.10. (fe) The rights obligations of each Indemnified Party hereunder shall be in addition to, Parent and not in limitation of, any other rights such Indemnified Party may have its Affiliates under any organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification agreement or arrangement, applicable Law or otherwise. The agreements and covenants contained herein this Section 6.10 shall not be deemed terminated or modified in such a manner as to be exclusive of adversely affect any other rights Person to which any Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in whom this Section 6.6 is not prior to, or in substitution for, any 6.10 applies without the consent of such claims under any such policiesaffected Person.

Officers’ and Directors’ Indemnification. (a) Parent agrees The Company, the Sellers and Buyer agree that all rights to indemnification or exculpation exculpation, indemnification, defense and advancement of expenses existing in favor of, and all limitations on the personal liability of, each present and former directorthe directors, partnerofficers, trustee and officer employees of the Company and the Company its Subsidiaries ("Indemnified Persons") provided for in the respective declarations Articles of trust, charters Incorporation or bylaws (or other applicable organizational documents) shall survive the Mergers (and, with respect to of the Company or any Company Subsidiary that is not the surviving entity of the Mergersits Subsidiaries, shall be reflected in the applicable organizational documents of each such entity) and continue in full force and effect for a period of six (6) years from the Effective Time and all other indemnification agreements and arrangements 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 hereof shall remain in effect in accordance hereof) with their terms; provided, however, that all rights respect to indemnification in respect of any claims (each a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable Lawprovided in such Articles of Incorporation, indemnify and hold harmless (and advance funds in respect of each of the foregoingbylaws, organizational documents or Contracts) each current and former trusteeall claims, partnerlosses, director or officer of the Company or any of its Subsidiaries (eachliabilities, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law)damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages, liabilities including attorneys' fees and amounts paid in settlement disbursements incurred in connection with any actual or threatened 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 Closing; 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. Following the Closing, Buyer will not, and will not permit Company or any Subsidiary to, amend or modify its Articles of Incorporation or bylaws or other organizational documents, 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, relating 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 action proceeding involving such Indemnified Person to the fullest extent so permitted by the provisions of such Articles of Incorporation, bylaws, other organizational documents or omission occurring Contracts upon receipt of any undertaking required by applicable Legal Requirements or alleged to have occurred whether before in the Articles of Incorporation, bylaws, other organizational documents or at contracts of Company or such Subsidiary, as applicable. In the Effective Time (including without limitation the transactions contemplated by this Agreement) in connection with such persons serving as an officer, trustee, partner, director or other fiduciary of the event that Company or any of its Subsidiaries or of any entity if such service was at the request or for the benefit of the Company. (c) Subject to Section 6.6 of the Company Disclosure Schedule, prior to the Effective Time, the Company shall be entitled to, and shall, purchase a “tail” insurance policy (which policy by its express terms shall survive the Mergers), of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company as the Company’s and the Company Subsidiaries’ existing policy or policies, and from insurance carriers with comparable credit ratings, for the benefit of the current and former officers and directors of the Company and each Company Subsidiary with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 6.6(c) for an amount equal to or less than the maximum premium set forth in Section 6.6(c) of the Company Disclosure Schedule, the Company shall be entitled to obtain as much comparable “tail” insurance as possible for an amount equal to such maximum premium. (d) The obligations under this Section 6.6 shall survive the Mergers and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of this Section 6.6 and shall be entitled to enforce the covenants contained herein). (e) In the event Parent, the Surviving Company 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 assetsassets to any Person, then, then and in each such case, proper provision shall will be made so that the successors and assigns transferee of Parent such properties or assets will assume the Surviving obligations of Company or such transfereesSubsidiary, as the case may beapplicable, assume the obligations set forth in under this Section 6.6. 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 existing directors' and officers' liability insurance coverage (f“Extended Coverage”) The rights of each Indemnified Party hereunder shall for Company's and its Subsidiaries' directors and officers in a form acceptable to Company which will provide such directors and officers with coverage for six (6) years (or such shorter period permitted by the existing policy) following the Closing, which coverage (to the extent permitted by the existing policy) will be in addition equal to the existing coverage under, and have other terms not materially less favorable to, the insured Persons than the directors' and not in limitation of, any other rights such Indemnified Party may have under any organizational documents officers' liability insurance coverage presently maintained by Company. This Section 6(d) is intended to benefit each of the Company or any Indemnified Persons and their respective heirs and personal representatives, each of its Subsidiaries or whom will be entitled to enforce the Surviving Corporation, any other indemnification agreement or arrangement, applicable Law or otherwise. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, contract or otherwiseprovisions hereof. Nothing in this Agreement is intended toSection 6(d) will be deemed to extend to Sellers (other than Sellers and trustees, shall be construed to officers or shall release, waive directors of Sellers in their capacity as officers or impair directors of Company) any rights to of directors’ and officers’ insurance claims under any policy that is , officers or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification employees provided for in this Section 6.6 is not prior to, or in substitution for, any such claims under any such policiesherein.

Officers’ and Directors’ Indemnification. (a) Parent agrees The Company, Sellers and Buyer agree that all rights to exculpation and indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present the managers, directors, officers and former director, partner, trustee and officer employees of the Company and the Company Subsidiaries ("Indemnified Persons") provided for in its By-laws and the respective declarations Certificate, as in effect as of trust, charters or bylaws (or other applicable organizational documents) shall survive the Mergers (and, date hereof with respect to matters occurring prior to the Company or any Company Subsidiary that is not Closing, and specifically including the surviving entity of the Mergerstransactions contemplated hereby, shall be reflected in the applicable organizational documents of each such entity) and continue in full force and effect for a period of six (6) years from the Effective Time Closing, and all other indemnification agreements and arrangements Buyer shall cause the Company to advance expenses to each such Indemnified Person in effect as 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 date hereof shall remain in effect in accordance with their termsCertificate; provided, however, that all rights to indemnification in respect of any claims (each a “Claim”) claim asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of claim. Notwithstanding the foregoing) each current and former trustee, partner, director no person shall have any rights against Buyer or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or at the Effective Time (including without limitation the transactions contemplated by this Agreement) in connection with such persons serving as an officer, trustee, partner, director or other fiduciary of the Company or any of its Subsidiaries or of any entity if such service was at the request or for the benefit of the Company. (c) Subject to Section 6.6 of the Company Disclosure Schedule, prior to the Effective Time, the Company shall be entitled to, and shall, purchase a “tail” insurance policy (which policy by its express terms shall survive the Mergers), of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company as the Company’s and the Company Subsidiaries’ existing policy or policies, and from insurance carriers with comparable credit ratings, for the benefit of the current and former officers and directors of the Company and each Company Subsidiary with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 6.6(c) for an amount equal to or less than the maximum premium set forth in Section 6.6(c) of the Company Disclosure Schedule, the Company shall be entitled to obtain as much comparable “tail” insurance as possible for an amount equal to such maximum premium. (d) The obligations under this Section 6.6 shall survive the Mergers and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries of this Section 6.6 and shall be entitled to enforce the covenants contained herein). (e) In the event Parent, the Surviving Company GT Companies or any of their respective directors, officers, stockholders or employees (in their capacities as such), or their successors or assigns (i) consolidates 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 merges into inaccuracy of any other Person and shall not be representation or warranty of the continuing Company or surviving corporation or entity of such consolidation or mergerthe Sellers, or (ii) 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 or conveys all or substantially all of its properties and assetsassets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns transferee of Parent such properties or the Surviving Company or such transferees, as the case may be, assets shall assume the obligations set forth in of the Company under this Section 6.6. (f) The rights of each Indemnified Party hereunder shall be in addition to. Prior to the Closing, and not in limitation of, any other rights such Indemnified Party may have under any organizational documents of the Company or any of its Subsidiaries or shall purchase an extended reporting period endorsement under the Surviving Corporation, any other indemnification agreement or arrangement, applicable Law or otherwise. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to Company's existing directors’ ' and officers’ ' liability insurance claims under any policy that is or has been coverage for the Company in existence with respect a form acceptable to the Company or any of its Subsidiaries or their respective officers, which shall provide such directors and employeesofficers with coverage for six (6) years following the Closing of not less than the existing coverage under, it being understood and agreed that which shall have other terms not materially less favorable to the indemnification provided for in this insured persons than, the directors' and officers' liability insurance coverage presently maintained by the Company. This Section 6.6 is not prior tointended to benefit each of the Indemnified Persons and their respective heirs and personal representatives, or in substitution for, any such claims under any such policieseach whom shall be entitled to enforce the provisions hereof.

Officers’ and Directors’ Indemnification. (a) Parent agrees that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, partner, trustee director and officer of the Company and the Company Subsidiaries provided for in the respective declarations of trust, charters or bylaws (or other applicable organizational documents) or otherwise in effect as of the date hereof shall survive the Mergers Merger (and, with respect to the Company or any Company Subsidiary that is not the surviving entity of the MergersMerger, shall be reflected in the applicable organizational documents of each such entity) and continue in full force and effect for a period of six (6) years from the Effective Time and all other indemnification agreements and arrangements in effect as of the date hereof shall remain in effect in accordance with their terms; 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 final disposition of such Claim; provided, further however, that the provisions of this Section 8.8(a) shall not apply to, nor be enforceable by, any director of the Company who voluntarily resigns (other than as a result of death, physical incapacity or serious illness) from his or her position as a director of the Company on or prior to the earlier to occur of the Acceptance Date or the date of termination of this Agreement. (b) From and after the Effective Time, Parent and the Surviving Corporation Company shall, jointly and severally, to the fullest extent permitted under applicable Lawlaw, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former trustee, partner, director or and officer of the Company or and any of its the Company Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Lawlaw), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or at the Effective Time (including without limitation the transactions contemplated by this Agreement) in connection with such persons serving as an officer, trustee, partner, director or other fiduciary of the Company or any of its the Company Subsidiaries or of any entity if such service was at the request or for the benefit of the Company; provided, however, that the provisions of this Section 8.8(b) shall not apply to, nor be enforceable by, any director of the Company who voluntarily resigns (other than as a result of death, physical incapacity or serious illness) from his or her position as a director of the Company on or prior to the earlier to occur of the Acceptance Date or the date of termination of this Agreement. (c) Subject to Section 6.6 of the Company Disclosure Schedule, prior Prior to the Effective Time, the Company shall be entitled to, and shall, purchase a “tail” insurance policy (which policy by its express terms shall survive the MergersMerger), of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company and each Company Subsidiary as the Company’s and the Company Subsidiaries’ existing policy or policies, and from insurance carriers with comparable credit ratings, for the benefit of the current and former officers and directors of the Company and each Company Subsidiary with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If Parent and the Surviving Company is unable to obtain shall jointly and severally be liable for the payment of all premiums in respect of such “tail” insurance described in policy or policies. In addition to, and not to the first sentence exclusion of this Section 6.6(c) for or as an amount equal to or less than alternative to, the maximum premium set forth in Section 6.6(c) of foregoing requirement that the Company Disclosure Scheduleacquire “tail” insurance coverage, if the Company shall receive notice that its existing management protection policy with ACE American Insurance Company and/or either or both of its excess policies with Illinois National Insurance Company and XL Specialty Insurance Company will expire, terminate or not be renewed at any time after the date hereof but before the Effective Time, the Company shall immediately, but in no event later than one (1) Business Day after such expiration, termination or non-renewal, exercise any and all rights to continue, extend or otherwise make claims under such policies to the fullest extent permitted by the terms of such policies and pay all premiums owed in connection with the exercise of such rights, it being the express intention of the parties that the officers and directors of the Company be entitled to obtain as much comparable “tail” afforded the fullest protection available under the Company’s existing insurance as possible for an amount equal to such maximum premiumpolicies. (d) The obligations under this Except as otherwise provided in Section 6.6 shall survive the Mergers 8.8(a) and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.6 applies shall be third party beneficiaries 8.8(b) of this Section 6.6 and shall be entitled to enforce the covenants contained herein). (e) In the event Agreement, if Parent, the Surviving Company 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, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company or such transferees, as the case may be, assume the obligations set forth in this Section 6.68.8. (fe) The Except as otherwise provided in Section 8.8(a) and Section 8.8(b) of this Agreement, the rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under any organizational documents of the Company or any of its the Company Subsidiaries or the Surviving CorporationCompany, any other indemnification agreement or arrangement, applicable Law law or otherwise. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Lawlaw, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its the Company Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.6 8.8 is not prior to, or in substitution for, any such claims under any such policies.

Officers’ and Directors’ Indemnification. (a) Parent agrees and MergerCo 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, partnerofficer, trustee employee, fiduciary and officer agent of the Company and the Company its Subsidiaries provided for in the respective declarations of trust, charters or bylaws (by-laws or other applicable organizational documents) shall survive the Mergers (and, with respect to the Company or any Company Subsidiary that is not the surviving entity otherwise in effect as of the Mergers, date hereof shall be reflected in the applicable organizational documents of each such entity) and continue in full force and effect for a period of six (6) years from the Effective Time and all other indemnification agreements and arrangements in effect as of the date hereof shall remain in effect in accordance with their termsTime; 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 final disposition of such Claim. (b) . From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, also agree to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former trustee, partner, director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or at the Effective Time (including without limitation the transactions contemplated by this Agreement) in connection with such persons serving as an officer, trustee, partner, director or other fiduciary of the Company or any of its Subsidiaries or of any entity if such service was at the request or for the benefit of the Company. (c) Subject to Section 6.6 of the Company Disclosure Schedule, prior to the Effective Time, the Company shall be entitled to, and shall, purchase a “tail” insurance policy (which policy by its express terms shall survive the Mergers), of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company as the Company’s and the Company Subsidiaries’ existing policy or policies, and from insurance carriers with comparable credit ratings, for the benefit of the current present and former officers and directors of the Company and each Company Subsidiary with a claims period its Subsidiaries in respect of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts acts or events that occurred at or omissions occurring prior to the Effective Time. If Time to the extent provided in any written indemnification agreements between the Company is unable and/or one or more of its Subsidiaries and such officers and directors are listed in Schedule 7.7(a). (b) Prior to obtain the “tail” insurance described in the first sentence of this Section 6.6(c) for an amount equal to or less than the maximum premium set forth in Section 6.6(c) of the Company Disclosure ScheduleEffective Time, 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 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 less than $200,000. In the event that $200,000 is insufficient for such coverage, the Company may enter into an agreement to spend up to that amount to purchase such lesser coverage as may be entitled obtained with such amount. Parent shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to obtain as much comparable “tail” insurance as possible for an amount equal to such maximum premiumhonor the obligations thereunder. (dc) The obligations under this Section 6.6 shall survive the Mergers and 7.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnified Party (as defined in Section 7.7(e)) to whom this Section 6.6 7.7 applies without the consent of such affected indemnitee Indemnified Party (it being expressly agreed that the indemnitees Indemnified Parties to whom this Section 6.6 7.7 applies shall be third party beneficiaries of this Section 6.6 7.7 and shall be entitled to enforce the covenants contained herein). (ed) In the event Parent, Parent or the Surviving Company Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers or conveys all or substantially all of its properties and assetsassets 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 Company or such transfereesCorporation, as the case may be, assume the obligations set forth in this Section 6.67.7. (fe) The rights For the purposes of each this Agreement, "Indemnified Party hereunder shall be in addition toParty" means any person who is now, and not in limitation ofor has been at any time prior to the date hereof, any other rights such Indemnified Party may have under any organizational documents or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification agreement or arrangement, applicable Law or otherwise. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.6 is not prior to, or in substitution for, any such claims under any such policiesSubsidiaries.