Common use of Officers and Directors Insurance Clause in Contracts

Officers and Directors Insurance. (a) The Offeror agrees that for the period from the Effective Time until six years after the Effective Time, the Offeror will cause Augusta or any successor to Augusta (including the successor resulting from the winding-up or liquidation or dissolution of Augusta) to maintain Augusta’s current directors’ and officers’ insurance policy or an equivalent policy, on a “trailing” or “run-off’ basis, subject in either case to terms and conditions no less advantageous to the directors and officers of Augusta than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Augusta, covering claims made prior to or within six years after the Effective Time; provided, however, that neither Augusta nor the Offeror shall be required, in order to maintain such directors’ and officers’ insurance policy, to pay an annual premium in excess of 200% of the annual cost (the “Current Premia”) of the existing policies; and provided further that, if equivalent coverage cannot be obtained or can only be obtained by paying an annual premium in excess of 200% of the Current Premia, Augusta and the Offeror shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to 200% of the Current Premia. Furthermore, prior to the Effective Time, Augusta may, in the alternative, purchase pre-paid non-cancellable run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time providing such coverage for such persons on terms comparable to those contained in the current insurance policies and at a cost that does not exceed 200% of the Current Premia and in such event none of the Offeror, Augusta or any of its subsidiaries will have any further obligation under this Section 9.1(a), except that from and after the Effective Time, Augusta or the Offeror, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance. (b) From and after the Effective Time, the Offeror shall cause Augusta (or its successor) to, indemnify and hold harmless, to the fullest extent permitted under applicable Law, each present and former director, officer and employee of Augusta (each, an “Indemnified Person”) against any costs or expenses (including reasonable legal fees), judgements, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer of Augusta, whether asserted or claimed prior to, at or after the Effective Time, including the approval of this Agreement, the completion of the Offer or any of the other Contemplated Transactions arising out of or related to this Agreement and the transactions contemplated hereby; provided that such Indemnified Person acted honestly and in good faith with a view to the best interests of Augusta and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful. Neither the Offeror nor Augusta shall settle, compromise or consent to the entry of any judgement in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation involving or naming an Indemnified Person or arising out of or related to an Indemnified Person’s service as a director, officer or employee of Augusta or services performed by such persons at the request of Augusta at or prior to or following the Effective Time without the prior written consent of that Indemnified Person (such consent not to be unreasonably withheld) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such claim, action, suit, proceeding or investigation. (c) From and after the Effective Time, the Offeror shall cause Augusta (or its successor) to honour and comply with the terms of all Officer Obligations disclosed in Section 4.28 of the Augusta Disclosure Letter.

Officers and Directors Insurance. (a) The Offeror agrees that for the period (the "POLICY PERIOD") from the Effective Time Date until six years after the sixth anniversary of the Effective TimeDate, the Offeror will maintain, or cause Augusta the Company or any successor to Augusta (including the successor resulting from Company to maintain, the winding-up or liquidation or dissolution of Augusta) to maintain Augusta’s Company's current directors’ ' and officers’ ' insurance policy or an equivalent policy, on a “trailing” or “run-off’ basis, subject in either any case to terms and conditions no less advantageous to the directors and officers of Augusta the Company than those contained in the policy in effect on the date hereof, for all present current and former directors and officers of Augustathe Company, covering claims made prior to or within six years after the Effective Time; provided, however, that neither Augusta nor Date (such policy or equivalent policy being the Offeror shall be required, in order to maintain "EXISTING D&O POLICY" and such directors’ and officers’ insurance policy, to pay an six-year coverage period being the "COVERAGE PERIOD") so long as the annual premium therefor is not in excess of 200% of the annual cost (the “Current Premia”) of the existing policies; and provided further that, if equivalent coverage cannot be obtained or can only be obtained by paying an last annual premium in excess of paid by the Company prior to the date hereof; provided however, that if the annual premium for the Existing D&O Policy would exceed 200% of the Current Premialast annual premium paid by the Company prior to the date hereof (the "BASE PREMIUM") such that, Augusta and the Existing D&O Policy lapses during the Policy Period, then (i) the Offeror shall only be required use its reasonable best efforts to obtain a policy for the duration of the Policy Period which provides insurance for the current directors and officers to replace the Existing D&O Policy in respect of the Coverage Period, on terms that the Offeror determines in its sole discretion to be as much coverage favourable to such directors and officers as can be obtained by paying the Offeror may reasonably obtain from its insurance carrier for an annual premium of approximately (but no more than) 200% of the Base Premium; or (ii) the current directors and the Chief Financial Officer may themselves elect to obtain a policy equivalent to the Existing D&O Policy in respect of the Coverage Period in which event, the Offeror shall contribute during the duration of the Policy Period in respect of such policy an annual amount equal to 200% of the Current Premia. Furthermore, prior to the Effective Time, Augusta may, in the alternative, purchase pre-paid non-cancellable run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time providing such coverage for such persons on terms comparable to those contained in the current insurance policies and at a cost that does not exceed 200% of the Current Premia and in such event none of the Offeror, Augusta or any of its subsidiaries will have any further obligation under this Section 9.1(a), except that from and after the Effective Time, Augusta or the Offeror, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insuranceBase Premium. (b) From and after the Effective Time, the Offeror shall cause Augusta (or its successor) to, indemnify and hold harmless, to the fullest extent permitted under applicable Law, each present and former director, officer and employee of Augusta (each, an “Indemnified Person”) against any costs or expenses (including reasonable legal fees), judgements, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer of Augusta, whether asserted or claimed prior to, at or after the Effective Time, including the approval of this Agreement, the completion of the Offer or any of the other Contemplated Transactions arising out of or related to this Agreement and the transactions contemplated hereby; provided that such Indemnified Person acted honestly and in good faith with a view to the best interests of Augusta and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful. Neither the Offeror nor Augusta shall settle, compromise or consent to the entry of any judgement in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation involving or naming an Indemnified Person or arising out of or related to an Indemnified Person’s service as a director, officer or employee of Augusta or services performed by such persons at the request of Augusta at or prior to or following the Effective Time without the prior written consent of that Indemnified Person (such consent not to be unreasonably withheld) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such claim, action, suit, proceeding or investigation. (c) From and after the Effective Time, the Offeror shall cause Augusta (or its successor) to honour and comply with the terms of all Officer Obligations disclosed in Section 4.28 of the Augusta Disclosure Letter.

Officers and Directors Insurance. (a) The Offeror agrees that for the period from the Effective Time until six years after the Effective Time, the Offeror will cause Augusta the Company or any successor to Augusta the Company (including the successor resulting from the winding-up or liquidation or dissolution of Augustathe Company) to maintain Augustathe Company’s current directors’ and officers’ insurance policy or an equivalent policy, on a “trailing” or “run-off’ ” basis, subject in either case to terms and conditions no less advantageous to the directors and officers of Augusta the Company than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Augustathe Company, covering claims made prior to or within six years after the Effective Time; provided, however, that neither Augusta the Company nor the Offeror shall be required, in order to maintain such directors’ and officers’ insurance policy, to pay an annual premium in excess of 200% of the annual cost (the “Current Premia”) of the existing policies; and provided further that, if equivalent coverage cannot be obtained or can only be obtained by paying an annual premium in excess of 200% of the Current Premia, Augusta the Company and the Offeror shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to 200% of the Current Premia. Furthermore, prior to the Effective Time, Augusta the Company may, in the alternative, purchase pre-paid non-cancellable run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time providing such coverage for such persons Persons on terms comparable to those contained in the current insurance policies and at a cost that does not exceed 200% of the Current Premia $75,000 and in such event none of the Offeror, Augusta the Company or any of its subsidiaries will have any further obligation under this Section 9.1(a), except that from and after the Effective Time, Augusta the Company or the Offeror, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance. (b) From and after the Effective Time, the Offeror shall, and shall cause Augusta the Company (or its successor) to, indemnify and hold harmless, to the fullest extent permitted under applicable Law, each present and former director, officer and employee of Augusta the Company (each, an “Indemnified Person”) against any costs or expenses (including reasonable legal fees), judgements, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer of Augustathe Company, whether asserted or claimed prior to, at or after the Effective Time, including the approval of this Agreement, the completion of the Offer or any of the other Contemplated Transactions arising out of or related to this Agreement and the transactions contemplated hereby; provided that such Indemnified Person acted honestly and in good faith with a view to the best interests of Augusta the Company and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful. Neither the Offeror nor Augusta the Company shall settle, compromise or consent to the entry of any judgement in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation involving or naming an Indemnified Person or arising out of or related to an Indemnified Person’s service as a director, officer or employee of Augusta the Company or services performed by such persons Persons at the request of Augusta the Company at or prior to or following the Effective Time without the prior written consent of that Indemnified Person (such consent not to be unreasonably withheld) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such claim, action, suit, proceeding or investigation. (c) From and after the Effective Time, the Offeror shall cause Augusta (or its successor) to honour and comply with the terms of all Officer Obligations disclosed in Section 4.28 of the Augusta Disclosure Letter.