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

Officers’ and Directors’ Insurance and Indemnification. (a) From and after the Effective Time, the Offeror agrees that for the period from the Effective Time until six years after the Effective Time, the Offeror will, or will cause the Company or any successor to the Company (including a successor that results from the winding-up, dissolution or liquidation of the Company), to maintain the Company’s current directors’ and officers’ liability insurance policy or a reasonably equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Company and the Company Subsidiaries than those contained in the policy in effect on the date hereof, for all present and former directors and officers of the Company and the Company Subsidiaries covering claims made prior to or within six years of the Effective Time. Alternatively, prior to the Effective Time, the Company may purchase run-off directors’ and officers’ liability insurance for a period of six years after the Effective Time and, in such event, none of the Offeror or the Company or any Company Subsidiaries will have any further obligation under this Section 8.5. (b) The Company and Offeror agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company (the “Indemnified Parties”) pursuant to the constating documents of the Company or the Company Subsidiaries, or in contracts or agreements between such Indemnified Parties and the Company or the Company Subsidiaries and disclosed in the Additional Disclosure Materials shall survive and shall continue in full force and effect, without modification, with respect to acts or omissions of the Indemnified Parties occurring prior to the Effective Time, for a period of not less than the limitation period applicable under the statutes of limitation applicable to such matters, and the Offeror shall cause the Company or the applicable Company Subsidiaries, or their respective successors, to honour such rights of indemnification. (c) The provisions of this Section 8.5 are intended for the benefit of, and shall be enforceable by, each insured or indemnified person and his heirs and legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on their behalf.

Officers’ and Directors’ Insurance and Indemnification. (a) From and after The Sellers may, or may cause the Effective TimeAcquired Companies or the Subsidiaries to purchase, or at the Sellers’ option, the Offeror agrees that Acquired Companies shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Effective Time Closing Date until six (6) years after the Effective TimeClosing Date, the Offeror will, or will cause the Company or any successor to the Company (including a successor that results from the winding-up, dissolution or liquidation of the Company), to maintain the Company’s current tail directors’ and officers’ liability insurance policy or a reasonably equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Company and the Company Subsidiaries than those contained in the policy in effect on the date hereof, providing coverage for all present and former directors and officers of the Company and the Company Subsidiaries covering claims made prior to or within six years of the Effective Time. Alternatively, prior to the Effective Time, the Company may purchase run-off directors’ and officers’ liability insurance for a period of six years after the Effective Time and, in such event, none of the Offeror or the Company or any Company Subsidiaries will have any further obligation under this Section 8.5. (b) The Company and Offeror agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company (Acquired Companies and the “Indemnified Parties”) pursuant Subsidiaries with respect to any claims arising from facts or events that occurred on or prior to the constating 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 Companies and the Subsidiaries, provided that the premiums payable for such insurance do not exceed $60,000 for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed $60,000 the Purchaser shall or shall cause the Acquired Companies and the Subsidiaries, or, at the Sellers’ option, the Acquired Companies shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium of $60,000. (b) From and after the Closing Date, the Purchaser shall cause the Acquired Companies and the Subsidiaries (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 Companies and the Subsidiaries, (ii) indemnify the current and former directors and officers of the Acquired Companies and the Subsidiaries to the fullest extent to which the Acquired Companies and the Subsidiaries are permitted to indemnify such officers and directors under Law and the organizational documents of the Company or the Company Subsidiaries, or in contracts or agreements between such Indemnified Parties Acquired Companies and the Company or the Company Subsidiaries and disclosed in the Additional Disclosure Materials shall survive and shall continue in full force and effect, without modification, with respect to acts any claims arising from facts or omissions of the Indemnified Parties occurring events that occurred on or prior to the Effective Time, for a period of not less than Closing (including in connection with this Agreement or the limitation period applicable transactions contemplated hereby or under the statutes of limitation applicable to such mattersother Transaction Documents), and (iii) except to the Offeror shall cause extent required by Law, not take any action so as to amend, modify or repeal the Company provisions for indemnification of directors, officers or employees contained in the organizational documents of any of the Acquired Companies or the applicable Company Subsidiaries, or their respective successors, to honour Subsidiaries in such a manner as would adversely affect the rights of indemnificationany individual who shall have served as a director or officer of any of the Acquired Companies and/or the Subsidiaries 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 8.5 7.4 shall survive the consummation of the transactions contemplated by this Agreement and the other Transaction Documents until the sixth (6th) anniversary of the Closing Date and are intended to be for the benefit of, and shall will be enforceable by, each insured individual referred to in this Section 7.4, his or indemnified person her heirs and successors and his heirs and or her legal representatives and, for such purpose(collectively, the Company hereby confirms “Directors and Officers”). The Acquired Companies and the Subsidiaries agree to pay from time to time as necessary all expenses, including reasonable attorneys’ fees, that it is acting may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 7.4. (d) If any of the Acquired Companies, any of the Subsidiaries or any of their respective 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, the Acquired Companies or any of the Subsidiaries, as agent and trustee on their behalfapplicable, shall assume all of the obligations set forth in this Section 7.4.

Officers’ and Directors’ Insurance and Indemnification. (a) From and after the Effective Time, the Offeror agrees that for the period from the Effective Time until six years after the Effective Time, the Offeror will, or will cause the Company or any successor to the Company (including a successor that results from the winding-up, dissolution or liquidation of the Company), to maintain the Company’s 's current directors’ ' and officers’ ' liability insurance policy or a reasonably equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Company and the Company Subsidiaries than those contained in the policy in effect on the date hereof, for all present and former directors and officers of the Company and the Company Subsidiaries covering claims made prior to or within six years of the Effective Time. Alternatively, prior to the Effective Time, the Company may purchase run-off directors’ ' and officers’ ' liability insurance for a period of six years after the Effective Time and, in such event, none of the Offeror or the Company or any Company Subsidiaries will have any further obligation under this Section 8.5. (b) The Company and Offeror agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company (the “"Indemnified Parties”") pursuant to the constating documents of the Company or the Company Subsidiaries, or in contracts or agreements between such Indemnified Parties and the Company or the Company Subsidiaries and disclosed in the Additional Disclosure Materials shall survive and shall continue in full force and effect, without modification, with respect to acts or omissions of the Indemnified Parties occurring prior to the Effective Time, for a period of not less than the limitation period applicable under the statutes of limitation applicable to such matters, and the Offeror shall cause the Company or the applicable Company Subsidiaries, or their respective successors, to honour such rights of indemnification. (c) The provisions of this Section 8.5 are intended for the benefit of, and shall be enforceable by, each insured or indemnified person and his heirs and legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on their behalf.

Officers’ and Directors’ Insurance and Indemnification. (a) From and after The Sellers may, or may cause the Effective TimeCompany to purchase, or at the Sellers’ option, the Offeror agrees that Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Effective Time Closing Date until six (6) years after the Effective TimeClosing Date, the Offeror will, or will cause the Company or any successor to the Company (including a successor that results from the winding-up, dissolution or liquidation of the Company), to maintain the Company’s current tail directors’ and officers’ liability insurance policy or a reasonably equivalent policy, subject in either case to terms and conditions no less advantageous to providing coverage for the directors and officers of the Company and the Company Subsidiaries than those contained in the policy in effect on the date hereof, for all present and former directors and officers of the Company and the Company Company’s Subsidiaries covering with respect to any claims made prior to arising from facts or within six years of the Effective Time. Alternatively, events that occurred on or prior to the Effective Time, 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 Company may purchase run-off and the Company’s Subsidiaries, provided that the premiums payable for such insurance do not exceed $35,000 for such directors’ and officers’ liability insurance for a period of six years after insurance; provided, further, that in the Effective Time and, in event such event, none of premiums exceed $35,000 the Offeror Purchaser shall or shall cause the Company or any and the Company’s Subsidiaries, or, at the Sellers’ option, the Company Subsidiaries will have any further obligation under this Section 8.5shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium of $35,000. (b) The From and after the Closing Date, the Purchaser shall cause the Company and Offeror agree that all rights to indemnification existing in favour the Company’s Subsidiaries (or any successor(s)) to, until the sixth (6th) anniversary of the present 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 Company and the Company’s Subsidiaries (ii) indemnify the current and former directors and officers of the Company (and the “Indemnified Parties”) pursuant Company’s Subsidiaries to the constating fullest extent to which the Company and the Company’s Subsidiaries are permitted to indemnify such officers and directors under Law and the organizational documents of the Company or the Company Subsidiaries, or in contracts or agreements between such Indemnified Parties and the Company or the Company Company’s Subsidiaries and disclosed in the Additional Disclosure Materials shall survive and shall continue in full force and effect, without modification, with respect to acts any claims arising from facts or omissions of the Indemnified Parties occurring events that occurred on or prior to the Effective Time, for a period of not less than Closing (including in connection with this Agreement or the limitation period applicable transactions contemplated hereby or under the statutes of limitation applicable to such mattersother Transaction Documents), and (ii) except to the Offeror shall cause 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 the Company or and the applicable Company Subsidiaries, or their respective successors, to honour Company’s Subsidiaries in such a manner as would adversely affect the rights of indemnificationany individual who shall have served as a director or officer of the Company and/or the Company’s Subsidiaries 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 8.5 7.3 shall survive the consummation of the transactions contemplated by this Agreement until the sixth (6th) anniversary of the Closing Date and the other Transaction Documents and are intended to be for the benefit of, and shall will be enforceable by, each insured individual referred to in this Section 7.3, his or indemnified person her heirs and successors and his heirs and or her legal representatives and(collectively, the “Directors and Officers”). The Company and the Company’s Subsidiaries agree 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 7.3 (d) If any of the Company, any of the Company’s Subsidiaries or any of their respective 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 purposecase, proper provisions shall be made so that the successors and assigns of the Purchaser, the Company hereby confirms that it is acting or any of the Company’s Subsidiaries, as agent and trustee on their behalfapplicable, shall assume all of the obligations set forth in this Section 7.3.