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

Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, a tail directors’ and officers’ liability insurance policy providing coverage for the present and former directors and officers of the Acquired Company and the Subsidiary with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents) on terms comparable to those contained in the current insurance policy of the Acquired Company and the Subsidiary, provided that the premiums payable for such insurance do not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level. (b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (or, in the case of clause (ii), for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents), and (iii) except to the extent required by Law, not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers or employees contained in the organizational documents of any of the Acquired Company in such a manner as would adversely affect the rights of any individual who shall have served as a director or officer of any of the Acquired Company prior to the Closing to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closing. (c) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5, his or her heirs and successors and his or her legal representatives (collectively, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expenses, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.5. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamate, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity, or (ii) transfer all or substantially all of its prospective assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser or the Acquired Company shall assume all of the obligations set forth in this Section 7.5.

Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company Prior to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, the Company may obtain, at its sole expense, a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance policy providing maintained by the Company which shall be effective commencing on the Closing Date and ending six (6) years thereafter (the “D&O Term”) and which shall afford coverage for the present and former directors and officers of the Acquired Company and the Subsidiary with respect to any claims arising from facts actual or events that occurred alleged acts or omissions occurring on or prior to the Closing Date including with respect to the Contemplated Transactions (including the “D&O Tail Insurance”). Parent will cause the Surviving Corporation to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will cause the Surviving Corporation to not cancel the D&O Tail Insurance during the D&O Term. In addition, during the D&O Term, Parent and the Surviving Corporation agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each D&O Indemnified Person as provided in the Organizational Documents of the Company or written agreement providing for indemnification of such individual and made available to Parent prior to the date of this Agreement, in each case as in effect on the date of this Agreement, or pursuant to any other contract, agreement or other arrangement in effect on the date hereof, shall be assumed by the Surviving Corporation, without further action, and shall remain in full force and effect in accordance with their terms other than in connection with this Agreement any amendment, replacement or modification that would not materially and adversely affect the transactions contemplated hereby or under the other Transaction Documents) on terms comparable to those contained in the current insurance policy rights of the Acquired Company and the SubsidiaryD&O Indemnified Persons thereunder or an amendment, provided that the premiums payable for such insurance do not exceed 200% of the premiums currently payable replacement or modification which is required by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; providedapplicable Law, furtherand, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall that any proceeding is pending or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level. (b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (asserted or any successor(s)) toclaim made during such period, until the sixth (6th) anniversary final disposition of such proceeding or claim. The obligations of Parent and the Closing Date (orSurviving Corporation and its successors under this Section 4.6 shall not be terminated, in the case of clause (ii), for so long thereafter as any claim for indemnification asserted on amended or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents), and (iii) except to the extent required by Law, not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers or employees contained in the organizational documents of any of the Acquired Company otherwise modified in such a manner as would to materially and adversely affect the rights of any individual who shall have served as a director D&O Indemnified Person (or officer of any of the Acquired Company prior to the Closing to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closing. (c) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5, his or her heirs and heirs, personal representatives, successors and or assigns) without the prior written consent of such D&O Indemnified Person (or his or her legal representatives (collectivelyheirs, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expensespersonal representatives, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.5. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamateassigns, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity, or (ii) transfer all or substantially all of its prospective assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser or the Acquired Company shall assume all of the obligations set forth in this Section 7.5as applicable).

Officers’ and Directors’ Insurance and Indemnification. (a1) The Purchaser shallParent agrees to use reasonable efforts to secure, or shall cause the Acquired Company to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchaseextent the Company itself has not previously secured, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, a tail directors’ and officers’ liability insurance policy providing coverage for the present Company’s current and former directors and officers on a six year “trailing” (or “run-off”) basis. If a trailing (or “run-off”) policy is not available at a reasonable cost (a “reasonable cost” being not greater than the estimated cost of providing the Acquired Company coverage referred to in this and the Subsidiary with respect next sentence), then Parent agrees that for the entire period from the Effective Time until six years after the Effective Time, to cause the Company or any claims arising from facts or events that occurred on or prior successor to the Closing (including in connection with this Agreement or Company to maintain the transactions contemplated hereby or under the other Transaction Documents) on terms comparable to those contained in the Company’s current insurance policy of the Acquired Company and the Subsidiary, provided that the premiums payable for such insurance do not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; providedinsurance policy or an equivalent policy, furthersubject in either case, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior to terms and conditions no less advantageous to the Closing, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level. (b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (or, in the case of clause (ii), for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired CompanyCompany than those contained in the policy in effect on the date hereof, (ii) indemnify the for all current and former directors and officers of the Acquired Company, covering claims made prior to or within six (6) years after the Effective Time. Further, Parent agrees that, after the expiration of that six (6) year period, if there is no cost in doing so, Parent shall use reasonable commercial efforts to cause such directors and officers to be covered under Parent's then existing directors’ and officers’ liability insurance policy. (2) From and after the Effective Time, neither Parent nor the Acquisition Sub shall do anything to prevent the Company from indemnifying and holding harmless and providing advancement of expenses to all past and present directors and officers of the Company or its Subsidiaries, to the fullest extent such Persons are lawfully entitled to which indemnity from the Acquired Company are permitted or its Subsidiaries or have the right to indemnify such officers advancement of expenses by the Company or its Subsidiaries pursuant to the Company’s or Subsidiaries’ by-laws and directors with respect indemnity agreements, in existence immediately prior to any claims arising from facts the date hereof, for liabilities and obligations of the Company and for acts or events that occurred omissions occurring on or prior to the Closing Effective Time (including acts or omissions occurring in connection with the approval of this Agreement or and consummation of the transactions contemplated hereby or under hereby). Parent and/or the other Transaction Documents), Acquisition Sub will not (unless it assumes such obligations and (iii) except gives written notice to the beneficiaries thereof to the extent required by Law, not it has their addresses) wind-up or liquidate the Company or otherwise take any other action where doing so as to amend, modify or repeal adversely affects the provisions for indemnification of directors, officers or employees contained in the organizational documents of any ability of the Acquired Company in such a manner as would adversely affect the rights of any individual who shall have served as a director or officer of any of the Acquired Company prior to the Closing satisfy its indemnity obligations referred to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closingherein. (c3) In the event the Company or any of its Successors or assigns, after the Effective Time, (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 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 such successors and assigns of the Company or, at Parent’s option, Parent, shall assume the obligations set forth in this Section 6.2. (4) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and 6.2 are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5therein, his or her heirs and successors and his or her legal representatives (collectivelyrepresentatives. Furthermore, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expenses, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in provisions of this Section 7.5. (d) If 6.2 shall survive the Purchaser or the Acquired Company or any termination of its successors or assigns shall (i) amalgamate, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity, or (ii) transfer all or substantially all of its prospective assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns this Agreement as a result of the Purchaser or the Acquired Company shall assume all occurrence of the obligations set forth in this Section 7.5Effective Time.

Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company Prior to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance policy providing maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for the present and former directors and officers of the Acquired Company and the Subsidiary with respect to any claims arising from facts actual or events that occurred on alleged acts or omissions occurring at, during or prior to the Closing Date including with respect to the Transactions (including in connection with this Agreement or the transactions contemplated hereby or under Mergers) (the other Transaction Documents“D&O Tail Insurance”). The Company and Parent shall each bear fifty percent (50%) on terms comparable to those contained in the current insurance policy of the Acquired Company cost of such insurance coverage and the SubsidiaryCompany’s share of such cost, provided that to the premiums payable for such insurance do extent not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange paid prior to the Closing, shall be included in the determination of the Company Transaction Expenses. Parent will cause the Surviving Entity to purchase such insurance up enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Entity to cancel the amount that can be purchased with D&O Tail Insurance during its term. In addition, for a premium at such 200% level. period of six (b6) From and after years following the Closing Date, Parent, the Purchaser shall cause First-Step Surviving Corporation and the Acquired Surviving Entity agree that all rights to indemnification, advancement of expenses and exculpation by the Company (or any successor(s)) to, until the sixth (6th) anniversary now existing in favor of the Closing Date (or, in the case of clause (ii), for so long thereafter each D&O Indemnified Person as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents), and (iii) except to the extent required by Law, not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers or employees contained provided in the organizational documents of the Company or written agreement providing for indemnification of such individual and made available to Parent prior to the date of this Agreement, in each case as in effect on the date of this Agreement, or pursuant to any other contract, agreement or other arrangement in effect on the date hereof, shall be assumed by the First-Step Surviving Corporation in the First Merger and by the 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 Acquired Company 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 5.12 shall be enforceable by each D&O Indemnified Person and the Surviving Entity shall, and Parent shall cause the Surviving Entity or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such Person that is successful to enforce the obligations of Parent or the Surviving Entity or its successors under this Section 5.12. The obligations of Parent and the Surviving Entity and its successors under this Section 5.12 shall not be terminated, amended or otherwise modified in such a manner as would to materially and adversely affect the rights of any individual who shall have served as a director D&O Indemnified Person (or officer of any of the Acquired Company prior to the Closing to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closing. (c) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5, his or her heirs and heirs, personal representatives, successors and or assigns) without the prior written consent of such D&O Indemnified Person (or his or her legal representatives (collectivelyheirs, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expensespersonal representatives, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.5. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamateassigns, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity, or (ii) transfer all or substantially all of its prospective assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser or the Acquired Company shall assume all of the obligations set forth in this Section 7.5as applicable).

Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company Prior to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, the Parent shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance policy providing maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for the present and former directors and officers of the Acquired Company and the Subsidiary with respect to any claims arising from facts actual or events that occurred on alleged acts or omissions occurring at, during or prior to the Closing Date including with respect to the Transactions (including in connection with this Agreement or the transactions contemplated hereby or under Mergers) (the other Transaction Documents“D&O Tail Insurance”). The Company and Parent shall each bear fifty percent (50%) on terms comparable to those contained in the current insurance policy of the Acquired Company cost of such insurance coverage and the SubsidiaryCompany’s share of such cost, provided that to the premiums payable for such insurance do extent not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange paid prior to the Closing, shall be included in the determination of the Company Transaction Expenses. Parent will cause the Surviving Entity to purchase such insurance up enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Entity to cancel the amount that can be purchased with D&O Tail Insurance during its term. In addition, for a premium at such 200% level. period of six (b6) From and after years following the Closing Date, Parent, the Purchaser shall cause First-Step Surviving Corporation and the Acquired Surviving Entity agree that all rights to indemnification, advancement of expenses and exculpation by the Company (or any successor(s)) to, until the sixth (6th) anniversary now existing in favor of the Closing Date (or, in the case of clause (ii), for so long thereafter each D&O Indemnified Person as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents), and (iii) except to the extent required by Law, not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers or employees contained provided in the organizational documents of the Company or written agreement providing for indemnification of such individual and made available to Parent prior to the date of this Agreement, in each case as in effect on the date of this Agreement, or pursuant to any other contract, agreement or other arrangement in effect on the date hereof, shall be assumed by the First-Step Surviving Corporation in the First Merger and by the 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 Acquired Company 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 5.12 shall be enforceable by each D&O Indemnified Person and the Surviving Entity shall, and Parent shall cause the Surviving Entity or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such Person that is successful to enforce the obligations of Parent or the Surviving Entity or its successors under this Section 5.12. The obligations of Parent and the Surviving Entity and its successors under this Section 5.12 shall not be terminated, amended or otherwise modified in such a manner as would to materially and adversely affect any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) without the rights prior written consent of any individual who such D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns, as applicable). For clarity, Parent shall have served as a director or officer of any assume, and be jointly and severally liable for, and shall cause the Surviving Entity to honor, each of the Acquired Company prior to the Closing to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closing. (c) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement covenants and the other Transaction Documents and are intended to be for the benefit of, and will be enforceable by, each individual referred to obligations in this Section 7.5, his or her heirs and successors and his or her legal representatives (collectively, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expenses, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.55.12. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamate, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity, or (ii) transfer all or substantially all of its prospective assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser or the Acquired Company shall assume all of the obligations set forth in this Section 7.5.

Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company Prior to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance policy providing maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for the present and former directors and officers of the Acquired Company and the Subsidiary with respect to any claims arising from facts actual or events that occurred on alleged acts or omissions occurring at, during or prior to the Closing Date including with respect to the Transactions (including in connection with this Agreement or the transactions contemplated hereby or under Mergers) (the other Transaction Documents) on terms comparable “D&O Tail Insurance”). Parent will cause the Surviving Entity to those contained in enforce the current insurance policy D&O Tail Insurance upon request of the Acquired Company D&O Indemnified Persons and will not allow the Subsidiary, provided Surviving Entity to cancel or adversely amend the D&O Tail Insurance during its term in a manner that the premiums payable for such insurance do not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior is adverse to the ClosingD&O Indemnified Persons without the Seller Representative’s consent; provided the Seller Representative shall not unreasonably withhold, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level. (b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (delay or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (or, in the case of clause (ii), for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors condition its consent with respect to any claims arising from facts such amendment that is not material. The provisions of this Section 5.9 shall be enforceable by each D&O Indemnified Person and the Surviving Entity shall, and Parent shall cause the Surviving Entity or events that occurred on or prior to the Closing its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) in connection with this Agreement any legal action brought by such Person that is successful to enforce the obligations of Parent or the transactions contemplated hereby Surviving Entity or its successors under this Section 5.9. The obligations of Parent and the other Transaction Documents)Surviving Entity and its successors under this Section 5.9 shall not be terminated, and (iii) except to the extent required by Law, not take any action so as to amend, modify amended or repeal the provisions for indemnification of directors, officers or employees contained in the organizational documents of any of the Acquired Company otherwise modified in such a manner as would to adversely affect the rights of any individual who shall have served as a director D&O Indemnified Person (or officer of any of the Acquired Company prior to the Closing to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closing. (c) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5, his or her heirs and heirs, personal representatives, successors and or assigns) without the prior written consent of such D&O Indemnified Person (or his or her legal representatives (collectivelyheirs, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expensespersonal representatives, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.5. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamateassigns, consolidate with or merge or wind up into any other Person and as applicable), which consent shall not be the continuing unreasonably withheld, delayed or surviving entity, or (ii) transfer all or substantially all of its prospective assets conditioned with respect to any Person, then, and in each such case, proper provisions shall be made so amendment or modification that the successors and assigns of the Purchaser or the Acquired Company shall assume all of the obligations set forth in this Section 7.5not material.

Officers’ and Directors’ Insurance and Indemnification. (a1) The Purchaser shall, or shall Nucor agrees to cause the Acquired Company Offeror to purchaseuse reasonable efforts to secure, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchaseextent the Company itself has not previously secured, directors’ and in each case the Purchaser shall pay for, officers’ insurance coverage for the Company’s current and former directors and officers on a six (6) year “trailing” (or “run-off”) basis. If a trailing policy is not available at a reasonable cost (a “reasonable cost” being not greater than the estimated cost of providing the coverage referred to in this and the next sentence), then Nucor agrees that for the entire period from the Closing Date Effective Time until six (6) years after the Closing DateEffective Time, a tail to cause the Company or any successor to the Company to maintain the Company’s current directors’ and officers’ liability insurance policy providing coverage for or an equivalent policy, subject in either case to terms and conditions no less advantageous to the present and former directors and officers of the Acquired Company and the Subsidiary with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents) on terms comparable to than those contained in the current insurance policy of in effect on the Acquired Company and the Subsidiary, provided that the premiums payable for such insurance do not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level. date hereof (b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (or, in the case of clause (ii“Equivalent Insurance”), for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the all current and former directors and officers of the Acquired Company, covering claims made prior to or within six (6) years after the Effective Time. Further, Nucor agrees that, after the expiration of that six (6) year period, if there is no cost in doing so, Nucor shall cause the Offeror to use reasonable commercial efforts to cause such directors and officers to be covered under the Offeror’s then existing directors’ and officers’ liability insurance policy. (2) From and after the Effective Time, neither Nucor nor the Offeror shall do anything to prevent the Company from indemnifying and holding harmless and providing advancement of expenses to, all past and present directors and officers of the Company or its Subsidiaries to the fullest extent such Persons are lawfully entitled to which indemnity from the Acquired Company are permitted or its Subsidiaries or have the right to indemnify such officers advancement of expenses by the Company or its Subsidiaries pursuant to the Company’s or Subsidiaries’ by-laws and directors with respect indemnity agreements, in existence immediately prior to any claims arising from facts the Effective Time, for liabilities and obligations of the Company and for acts or events that occurred omissions occurring on or prior to the Closing Effective Time (including acts or omissions occurring in connection with the approval of this Agreement or and consummation of the transactions contemplated hereby or under hereby). The Offeror will not (unless it assumes such obligations and gives written notice to the other Transaction Documents), and (iii) except beneficiaries thereof to the extent required by Law, not it has their addresses) wind-up or liquidate the Company or otherwise take any other action to, where doing so as to amend, modify or repeal adversely affects the provisions for indemnification of directors, officers or employees contained in the organizational documents of any ability of the Acquired Company in such a manner as would adversely affect the rights of any individual who shall have served as a director or officer of any of the Acquired Company prior to the Closing satisfy its indemnity obligations referred to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closingherein. (c3) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and 4.3 are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5therein, his or her heirs and successors and his or her legal representatives (collectivelyand, for such purpose, the “Directors Company hereby confirms that it is acting as agent and Officers”)trustee on their behalf. The Acquired Company agrees to pay from time to time Furthermore, the provisions of this Article 4 shall survive the termination of this Agreement as necessary all expenses, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.5. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamate, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity, or (ii) transfer all or substantially all of its prospective assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns a result of the Purchaser or the Acquired Company shall assume all occurrence of the obligations set forth in this Section 7.5Effective Time.

Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company Prior to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance policy providing maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for actual or alleged acts or omissions occurring at, during or prior to the present and former directors and officers of the Acquired Company and the Subsidiary Closing Date including with respect to any claims arising the Transactions (including the Mergers) (the “D&O Tail Insurance”). The Company and Parent shall each bear fifty percent (50%) of the cost of such insurance coverage and the Company’s share of such cost, to the extent not paid prior to the Closing, shall be included in the determination of the Company Transaction Expenses. Parent will cause the Surviving Company to use commercially reasonable efforts to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Company to cancel the D&O Tail Insurance during its term. In addition, for a period of six (6) years following the Closing Date, Parent and the Surviving Company agree to indemnify and hold harmless, reimburse, exculpate from facts liability, and advance expenses to all D&O Indemnified Persons to the same extent and on the same terms as such persons are entitled to indemnification, reimbursement, exculpation or events that expense advancement by the Company as of the Agreement Date, whether pursuant to applicable documents (including Charter Documents), individual indemnification agreements, by Law or otherwise, for acts or omissions or matters which occurred on or arose at or prior to the Closing (including in connection regardless of whether any proceeding relating to any D&O Indemnified Person’s rights to indemnification, exculpation, or expense advancement with respect to any such matters, acts, or omissions is commenced before or after the Closing). Any claims for indemnification made under this Agreement Section 5.12 on or the transactions contemplated hereby or under the other Transaction Documents) on terms comparable to those contained in the current insurance policy of the Acquired Company and the Subsidiary, provided that the premiums payable for such insurance do not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level. (b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (orshall survive until the final resolution thereof. The provisions of this Section 5.12 shall be enforceable by each D&O Indemnified Person and the Surviving Company shall, in and Parent shall cause the case of clause (ii)Surviving Company or its successors to, for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep pay all costs and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors with respect to any claims arising from facts or events that occurred on or prior to the Closing expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) in connection with this Agreement any legal action brought by such Person that is successful to enforce the obligations of Parent or the transactions contemplated hereby Surviving Company or its successors under this Section 5.12. The obligations of Parent and the other Transaction Documents)Surviving Company and its successors under this Section 5.12 shall not be terminated, and (iii) except to the extent required by Law, not take any action so as to amend, modify amended or repeal the provisions for indemnification of directors, officers or employees contained in the organizational documents of any of the Acquired Company otherwise modified in such a manner as would to adversely affect the rights of any individual who shall have served as a director D&O Indemnified Person (or officer of any of the Acquired Company prior to the Closing to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closing. (c) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5, his or her heirs and heirs, personal representatives, successors and or assigns) without the prior written consent of such D&O Indemnified Person (or his or her legal representatives (collectivelyheirs, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expensespersonal representatives, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.5. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamateassigns, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity, or (ii) transfer all or substantially all of its prospective assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser or the Acquired Company shall assume all of the obligations set forth in this Section 7.5as applicable).

Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company Prior to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance policy providing maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for actual or alleged acts or omissions occurring at, during or prior to the present and former directors and officers of the Acquired Company and the Subsidiary Closing Date including with respect to any claims arising the Transactions (including the Merger) (the “D&O Tail Insurance”). The Company shall bear the cost of such insurance coverage and such costs which, to the extent not paid prior to the Closing Date, shall be included in the determination of the Company Transaction and Bonus Expenses and paid by Parent pursuant to 2.9.2. Parent will cause the Surviving Corporation to use commercially reasonable efforts to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Corporation to cancel the D&O Tail Insurance during its term. In addition, for a period of six (6) years following the Closing Date, Parent and the Surviving Corporation agree to indemnify and hold harmless, reimburse, exculpate from facts liability, and advance expenses to all D&O Indemnified Persons to the same extent and on the same terms as such persons are entitled to indemnification, reimbursement, exculpation or events that expense advancement by Company as of the Agreement Date, whether pursuant to applicable documents (including the certificate of incorporation or bylaws), individual indemnification agreements, by Law or otherwise, for acts or omissions or matters which occurred on or arose at or prior to the Closing (including in connection regardless of whether any proceeding relating to any D&O Indemnified Person’s rights to indemnification, exculpation, or expense advancement with this Agreement respect to any such matters, acts, or omissions is commenced before or after the Closing); provided that no D&O Indemnified Person may seek indemnification, reimbursement, exculpation, or advancement of expenses from Parent or the transactions contemplated hereby Surviving Corporation for amounts such D&O Indemnified Person owes or may owe to any Parent Indemnified Person under the other Transaction Documents) provisions set forth in ARTICLE VIII. Any claims for indemnification made under this Section 5.10 on terms comparable to those contained in the current insurance policy of the Acquired Company and the Subsidiary, provided that the premiums payable for such insurance do not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level. (b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (orshall survive until the final resolution thereof. The Surviving Corporation shall, in and Parent shall cause the case of clause (ii)Surviving Corporation or its successors to, for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep pay all costs and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors with respect to any claims arising from facts or events that occurred on or prior to the Closing expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, successors, or assigns) in connection with any legal action brought by such person that is successful to enforce the obligations of Parent, the Surviving Corporation, or its successors under this Agreement or Section 5.10. The obligations of Parent, the transactions contemplated hereby or under the other Transaction Documents)Surviving Corporation, and (iii) except to the extent required by Lawits successors under this Section 5.10 shall not be terminated, not take any action so as to amendamended, modify or repeal the provisions for indemnification of directors, officers or employees contained in the organizational documents of any of the Acquired Company otherwise modified in such a manner as would to adversely affect the rights of any individual who shall have served as a director D&O Indemnified Person (or officer of any of the Acquired Company prior to the Closing to be indemnified by such corporations in respect of their serving in such capacities at or prior to the Closing. (c) The provisions of this Section 7.5 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and are intended to be for the benefit of, and will be enforceable by, each individual referred to in this Section 7.5, his or her heirs and successors and heirs, personal representatives, successors, or assigns) without the prior written consent of such D&O Indemnified Person (or his or her legal representatives (collectivelyheirs, the “Directors and Officers”). The Acquired Company agrees to pay from time to time as necessary all expensespersonal representatives, including reasonable attorneys’ fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.5. (d) If the Purchaser or the Acquired Company or any of its successors or assigns shall (i) amalgamate, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entitysuccessors, or (ii) transfer all or substantially all of its prospective assets to any Personassigns, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser or the Acquired Company shall assume all of the obligations set forth in this Section 7.5as applicable).