Common use of Parent Indemnified Person Clause in Contracts

Parent Indemnified Person. (i) All rights to indemnification, advancement of expenses and exculpation from liabilities by the Parent or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Parent or its Subsidiaries at or prior to the Effective Time (the “Parent Indemnified Persons”) for their acts and omissions as directors, officers, employees or agents of the Parent or its Subsidiaries occurring prior to the Effective Time, as provided in the Parent’s certificate of incorporation or bylaws (as in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Parent and said Parent Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and be observed by the Parent and such Subsidiaries to the fullest extent permitted by applicable law for a period of six (6) years from the date on which the Merger becomes effective. (ii) At or prior to the Effective Time, the Parent shall purchase a directors’ and officers’ liability insurance “tail policy” with a claims period of six (6) years from the Effective Time, and on terms and conditions no less favorable to the Parent Indemnified Parties than those in effect under the Parent Existing D&O Policy (as defined below) in effect on the date hereof, for the benefit of the Parent Indemnified Persons with respect to their acts and omissions as directors, officers, employees and agents of the Parent or any of its Subsidiaries occurring prior to the Effective Time. The Parent shall not be required to pay more than 300% of the current annual premium of the Parent Existing D&O Policy for such “tail policy.” If such “tail policy” is not obtained then from the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the Parent shall maintain in effect, for the benefit of the Parent Indemnified Persons with respect to their acts and omissions as directors, officers, employees or agents of the Parent or any of its Subsidiaries occurring at or prior to the Effective Time, the existing policies of directors’ and officers’ liability insurance maintained by the Parent as of the date of this Agreement in the form delivered or Made Available by the Parent to Company prior to the date of this Agreement (the “Parent Existing D&O Policy”), to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that: (i) the Parent may substitute for the Parent Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Parent shall not be required to pay annual premiums for the Parent Existing D&O Policy (or for any substitute policies) in excess of $500,000 (the “Parent Maximum Premium”). In the event any future annual premiums for the Parent Existing D&O Policy (or any substitute policies) exceed the Parent Maximum Premium, the Parent shall be entitled to reduce the amount of coverage of the Parent Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Parent Maximum Premium.

Parent Indemnified Person. (i) All rights to indemnification, advancement of expenses and exculpation from liabilities by the Parent or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Parent or its Subsidiaries at or prior to the Effective Time (the “Time(the "Parent Indemnified Persons”") for their acts and omissions as directors, officers, employees or agents of the Parent or its Subsidiaries occurring prior to the Effective Time, as provided in the Parent’s 's certificate of incorporation or bylaws (as in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Parent and said Parent Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and be observed by the Parent and such Subsidiaries to the fullest extent permitted by applicable law for a period of six (6) years from the date on which the Merger becomes effective. (ii) At or prior to the Effective Time, the Parent shall purchase a directors’ and officers’ liability insurance “tail policy” with a claims period of six (6) years from the Effective Time, and on terms and conditions no less favorable to the Parent Indemnified Parties than those in effect under the Parent Existing D&O Policy (as defined below) in effect on the date hereof, for the benefit of the Parent Indemnified Persons with respect to their acts and omissions as directors, officers, employees and agents of the Parent or any of its Subsidiaries occurring prior to the Effective Time. The Parent shall not be required to pay more than 300% of the current annual premium of the Parent Existing D&O Policy for such “tail policy.” If such “tail policy” is not obtained then from From the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the Parent shall maintain in effect, for the benefit of the Parent Indemnified Persons with respect to their acts and omissions as directors, officers, employees or agents of the Parent or any of its Subsidiaries occurring at or prior to the Effective Time, the existing policies policy of directors’ ' and officers’ ' liability insurance maintained by the Parent as of the date of this Agreement in the form delivered or Made Available by the Parent to Company prior to the date of this Agreement (the “"Parent Existing D&O Policy”"), to the extent that directors’ ' and officers’ ' liability insurance coverage is commercially available; provided, however, that: (i) the Parent may substitute for the Parent Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Parent shall not be required to pay annual premiums for the Parent Existing D&O Policy (or for any substitute policies) in excess of $500,000 1.6 million (the “"Parent Maximum Premium”"). In the event any future annual premiums for the Parent Existing D&O Policy (or any substitute policies) exceed the Parent Maximum Premium, the Parent shall be entitled to reduce the amount of coverage of the Parent Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Parent Maximum Premium.

Parent Indemnified Person. (i) All rights to indemnification, advancement of expenses and exculpation from liabilities by the Parent or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Parent or its Subsidiaries at or prior to the Effective Time (the “Parent Indemnified Persons”) for their acts and omissions as directors, officers, employees or agents of the Parent or its Subsidiaries occurring prior to the Effective Time, as provided in the Parent’s certificate of incorporation or bylaws (as in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Parent and said Parent Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and be observed by the Parent and such Subsidiaries to the fullest extent permitted by applicable law for a period of six (6) years from the date on which the Merger becomes effective. (ii) At or prior to the Effective Time, the Parent shall purchase a directors’ and officers’ liability insurance “tail policy” with a claims period of six (6) years from the Effective Time, and on terms and conditions no less favorable to the Parent Indemnified Parties than those in effect under the Parent Existing D&O Policy (as defined below) in effect on the date hereof, for the benefit of the Parent Indemnified Persons with respect to their acts and omissions as directors, officers, employees and agents of the Parent or any of its Subsidiaries occurring prior to the Effective Time. The Parent shall not be required to pay more than 300% of the current annual premium of the Parent Existing D&O Policy for such “tail policy.” If such “tail policy” is not obtained then from From the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the Parent shall maintain in effect, for the benefit of the Parent Indemnified Persons with respect to their acts and omissions as directors, officers, employees or agents of the Parent or any of its Subsidiaries occurring at or prior to the Effective Time, the existing policies policy of directors’ and officers’ liability insurance maintained by the Parent as of the date of this Agreement in the form delivered or Made Available by the Parent to Company prior to the date of this Agreement (the “Parent Existing D&O Policy”), to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that: (i) the Parent may substitute for the Parent Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Parent shall not be required to pay annual premiums for the Parent Existing D&O Policy (or for any substitute policies) in excess of $500,000 250% of the annual premium paid by the Parent for Parent’s Existing D&O Policy (the “Parent Maximum Premium”). In the event any future annual premiums for the Parent Existing D&O Policy (or any substitute policies) exceed the Parent Maximum Premium, the Parent shall be entitled to reduce the amount of coverage of the Parent Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Parent Maximum Premium.