Common use of Director and Officer Indemnification Clause in Contracts

Director and Officer Indemnification. During the Term and thereafter, the Company shall, to the fullest extent permitted by law, PubliCo’s First Amended and Restated Memorandum and Articles of Association or the OpCo Operating Agreement (and any successor governing documents, each, as may be amended from time to time (collectively, the “Governing Documents”)), promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred by Executive in connection with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise of Executive’s duties as an officer or director of the Company or any of its Subsidiaries and/or the exercise of Executive’s powers in Executive’s capacity as an officer or director of the Company or any of its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive to the fullest extent permitted by law or the Governing Documents, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain directors’ and officers’ liability insurance coverage for Executive’s benefit during Executive’s service with the Company or any of its Subsidiaries in any capacity and for a period six (6) years thereafter, provided that such coverage shall be no less favorable than the coverage provided to other senior executives of the Company or directors of PubliCo.

Director and Officer Indemnification. During (a) Until the Term sixth anniversary of the Closing Date, Acquirer will cause the Surviving Corporation to fulfill and thereafter, honor in all respects the obligations of the Company shall, to its present and former directors and officers determined as of immediately prior to the fullest extent permitted by law, PubliCo’s First Amended Effective Time (the “Company Indemnified Parties”) pursuant to indemnification agreements with the Company in effect on the Agreement Date and Restated Memorandum and Articles pursuant to the Certificate of Association Incorporation or the OpCo Operating Bylaws, in each case, in effect on the Agreement Date (and any successor governing documents, each, as may be amended from time to time (collectively, the “Governing DocumentsCompany Indemnification Provisions”)), promptly indemnify Executive against all costswith respect to claims relating to or arising out of acts or omissions occurring at or prior to the Effective Time that are asserted after the Effective Time; provided that Acquirer’s and the Surviving Corporation’s obligations under this Section 4.5(a) shall not apply to (i) any claim or matter that relates to a willful or intentional breach of a representation, chargeswarranty, lossescovenant, expenses and liabilities (including, but not limited to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred agreement or obligation made by Executive or of the Company in connection with this Agreement or the Transactions or (ii) any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising claim based on a claim for indemnification made by an Indemnified Person pursuant to Article VI; provided that the exclusions from indemnification coverage set forth in connection with the execution, discharge or exercise of Executive’s duties as an officer or director (i) and (ii) shall not limit any of the Company or any of its Subsidiaries and/or Indemnified Parties’ access to coverage under the exercise of Executive’s powers D&O Tail Policy. Notwithstanding anything to the contrary contained in Executive’s capacity as an officer or director of the Company or any of its Subsidiaries or otherwise in relation theretoIndemnification Provisions, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses Company Indemnified Party shall be promptly advanced to Executive to the fullest extent permitted by law or the Governing Documents, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to coverage under any Acquirer director and officer insurance policy or errors and omission policy unless such indemnification, reimbursement or advancement, then Executive shall promptly return all Company Indemnified Party is separately eligible for coverage under such amounts policy pursuant to Acquirer’s policies and procedures and the Company. The Company shall also provide and maintain directors’ and officers’ liability terms of such insurance coverage for Executive’s benefit during Executive’s service with the Company or any of its Subsidiaries in any capacity and for a period six (6) years thereafter, provided that such coverage shall be no less favorable than the coverage provided to other senior executives of the Company or directors of PubliCopolicy.

Director and Officer Indemnification. During (a) From and after the Term Effective Time, Parent and thereafterMerger Sub agree that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each former and present director or officer of the Company shallor any Subsidiary of the Company and each person who served as a director, to officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the fullest extent permitted by law, PubliCo’s First Amended and Restated Memorandum and Articles request or for the benefit of Association the Company or any Subsidiary of the OpCo Operating Agreement Company (and any successor governing documents, each, as may be amended from time to time (collectivelytogether with such person’s heirs, the executors or administrators, a “Governing DocumentsCompany Indemnified Party”)), promptly indemnify Executive against all costs, chargesclaims, losses, expenses liabilities, damages, judgments, inquiries, fines and liabilities (includingreasonable fees, but not limited tocosts and expenses, reasonable including attorneys’ fees and costs disbursements, incurred in defending legal proceedings) incurred by Executive in connection with any actualProceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), threatened whether asserted or reasonably anticipated claimclaimed prior to, suit, action at or proceeding arising after the Effective Time as provided in connection with the execution, discharge their respective certificates of incorporation or exercise of Executive’s duties as an officer by-laws (or director of comparable organizational documents) or in any agreement to which the Company or any of its Subsidiaries and/or is a party, shall be assumed by the exercise Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of Executiveno less than six (6) years after the Effective Time, Parent shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws (including, with respect to the bylaws, provisions regarding exculpation, indemnification and advancement of expenses that are no less favorable than those contained in the Company’s powers bylaws as of the date of this Agreement) and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in Executive’s capacity such documents of any successor to the business of the Surviving Corporation), regarding exculpation, indemnification and advancement of expenses in effect as an officer of immediately prior to the Effective Time or director of in any agreement to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation set forth in relation thereto, Exhibit A and in the bylaws in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party; provided, howeverthat all rights to indemnification in respect of any actual or threatened claim, in no event shall Executive be indemnified action, suit, proceeding or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive to the fullest extent permitted by law investigation, whether civil, criminal, administrative or the Governing Documentsinvestigative (each, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement an “Action”) pending or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain directors’ and officers’ liability insurance coverage for Executive’s benefit during Executive’s service with the Company asserted or any claim made within such period shall continue until the disposition of its Subsidiaries in any capacity and for a period six (6) years thereafter, provided that such coverage shall be no less favorable than the coverage provided to other senior executives Action or resolution of the Company or directors of PubliCosuch claim.

Director and Officer Indemnification. During (a) Following the Term Effective Time and for a period of five years thereafter, Compass shall indemnify, defend, and hold harmless the present and former directors, officers and employees of the Company shalland its Subsidiaries (each, an "Indemnified Party") against all costs or expenses, including reasonable attorneys' fees, judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, or investigative, arising out of actions or omissions accruing at or prior to the Effective Time) including, without limitation, the transactions contemplated by this Agreement) to the fullest extent that the Company and its Subsidiaries are permitted by lawto indemnify (and advance expenses to) its directors, PubliCo’s First Amended officers and Restated Memorandum employees under the Company's and its Subsidiaries' Articles of Association Incorporation or the OpCo Operating Agreement (and any successor governing documents, each, as may be amended from time to time (collectivelyAssociation, the “Governing Documents”)), promptly indemnify Executive against all costs, charges, losses, expenses Company's and liabilities (including, but not limited to, reasonable attorneys’ fees the Subsidiaries' By-laws and costs incurred in defending legal proceedings) incurred by Executive in connection with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise of Executive’s duties as an officer or director of indemnification agreements between the Company or and any of its Subsidiaries and/or and their respective directors and officers, as in effect on the exercise of Executive’s powers in Executive’s capacity as date hereof; provided that any determination required to be made with respect to whether an officer's, director's, or employee's conduct complies with the standard set forth under the Company's Articles, the Company's and the Subsidiaries' By-laws, and other indemnification agreements between the Company or its Subsidiaries and their respective directors and officers shall be made by independent counsel (which shall not be counsel that provides material services to Compass, the Company or the person seeking indemnification hereunder) selected by Compass and reasonably acceptable to such officer or director or employee. The indemnification provisions currently contained in the Articles of Incorporation or Association, Bylaws and written agreements of the Company or any of and its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive not be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive to amended after the fullest extent permitted by law or the Governing Documents, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain directors’ and officers’ liability insurance coverage for Executive’s benefit during Executive’s service with the Company or any of its Subsidiaries in any capacity and for a period six (6) years thereafter, provided that such coverage shall be no less favorable than the coverage provided to other senior executives of the Company or directors of PubliCodate hereof.

Director and Officer Indemnification. During (a) From and after the Term and thereafterClosing, the Company shallPurchaser shall cause the Acquired Companies to indemnify, defend and hold harmless each present and former director, officer and employee of the Acquired Companies against Indemnifiable Losses incurred by such person in connection with any Claim against such person arising out of or pertaining to such person’s capacity as a director, officer or employee in respect of matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the applicable Acquired Company would have been permitted by law, PubliCo’s First Amended under applicable Law and Restated Memorandum and Articles of Association or its respective Organizational Documents in effect on the OpCo Operating Agreement date hereof to indemnify such person (and any successor governing documents, each, including promptly advancing expenses as may be amended from time to time (collectively, the “Governing Documents”)), promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred by Executive in connection with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise of Executive’s duties as an officer or director of the Company or any of its Subsidiaries and/or the exercise of Executive’s powers in Executive’s capacity as an officer or director of the Company or any of its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive to the fullest extent permitted by law or under applicable Law). Without limiting the Governing Documentsforegoing, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled the Purchaser shall cause each Acquired Company (i) to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain directors’ and officers’ liability insurance coverage for Executive’s benefit during Executive’s service with the Company or any of its Subsidiaries in any capacity and for a period of not less than six (6) years thereafterfrom the Closing, provided provisions in its Organizational Documents concerning the indemnification and exculpation (including relating to expense advancement) of such Acquired Company’s former and current officers, directors, employees, parents and agents that such coverage shall be are no less favorable to those Persons than the coverage provided to other senior executives provisions of the Organizational Documents of such Acquired Company, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law. In addition, the Purchaser shall cause the Acquired Companies to pay any and all legal and other fees, costs and expenses (including the cost of investigation and preparation) of any indemnitee under this Section 6.14, as incurred and to the fullest extent permitted under applicable Law and the respective Organizational Documents of such Acquired Company in effect on the date hereof; provided, however, that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law and the applicable Organizational Documents of the Acquired Company in effect on the date hereof. The Purchaser shall pay or directors cause to be paid all fees, costs and expenses, including reasonable attorneys’ fees, that are incurred by an Indemnitee in enforcing this Section 6.14. The Purchaser shall assume, and be jointly and severally liable for, and shall cause each Acquired Company to honor, each of PubliCothe covenants in this Section 6.14.

Director and Officer Indemnification. During the Term and thereafter, the Company shall, to the fullest extent permitted by law, PubliCo’s First Amended and Restated Memorandum and Articles of Association or the OpCo Operating Agreement (and any successor governing documents, each, as may be amended from time to time (collectively, the “Governing Documents”)), promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred by Executive in connection with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise of Executive’s duties as an officer or director of the Company or any of its Subsidiaries and/or the exercise of Executive’s powers in Executive’s capacity as an officer or director of the Company or any of its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive to the fullest extent permitted by law or the Governing Documents, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain directors’ and officers’ liability insurance coverage for Executive’s benefit during Executive’s service with the Company or any of its Subsidiaries in any capacity and for a period six (6) years thereafter, provided that such coverage shall be no less favorable than the coverage provided to other senior executives members of the Company or directors of PubliCoPubliCo Board.

Director and Officer Indemnification. During For six (6) years from and after the Term and thereafter, the Company shallClosing Date, to the fullest extent permitted by lawapplicable Law, PubliCo’s First Amended Buyer shall cause the Company Group to indemnify and Restated Memorandum hold harmless the officers, directors, managers and Articles advisory board members of Association any member of the Company Group who held any such position at any time on or prior to the OpCo Operating Agreement (and any successor governing documents, each, as may be amended from time to time Closing (collectively, “Indemnified Officers”) in respect of acts or omission occurring prior to the “Governing Documents”))Closing, promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred by Executive in connection with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with Buyer shall cause the execution, discharge or exercise of Executive’s duties as an officer or director applicable member of the Company or any of Group to, maintain, for six (6) years from and after the Closing, indemnification provisions in its Subsidiaries and/or Governing Documents that are no less favorable to the exercise of Executive’s powers Indemnified Officers than those in Executive’s capacity as an officer or director effect with respect to such member of the Company or any of its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive Group immediately prior to the fullest extent permitted Closing. Without limiting the foregoing and in connection therewith, the applicable member of the Company Group shall, and Buyer shall cause such member of the Company Group to, periodically advance or reimburse each Indemnified Officer for all reasonable fees and expenses of counsel as such fees and expenses are incurred. Buyer shall cause to be obtained, at Buyer’s expense, a six (6) year tail policy for the persons currently covered by law or the Governing Documents, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain ’s directors’ and officers’ liability insurance coverage for Executivepolicy protecting the Indemnified Officers with coverages and containing terms and conditions (including with respect to deductible, amount and payment of attorneys’ fees) that are no less favorable than those in existing policy(ies). At Buyer’s benefit during Executive’s service with discretion, this requirement can be satisfied either by converting the existing Company or any of its Subsidiaries in any capacity and for Group policy(ies) into a period six (6) years thereafteryear runoff policy(ies), provided that such coverage or through the purchase of a stand-alone policy(ies). Such policy(ies) shall be no less favorable than prepaid in full at the coverage provided Closing and shall be non-cancelable. Notwithstanding any other provision of this Agreement to other senior executives the contrary, each of the Company or directors Parties agrees that from and after the Closing Date each Indemnified Officer shall be a third party beneficiary under this Agreement for purposes of PubliCoenforcing this Section 9.3.

Director and Officer Indemnification. During For six (6) years from and after the Term and thereafter, the Company shallClosing Date, to the fullest extent permitted by lawapplicable Law and the organizational documents of the Company immediately prior to the date of this Agreement, PubliCoBuyer shall cause the Surviving Company and the Surviving Company’s First Amended and Restated Memorandum and Articles of Association or the OpCo Operating Agreement (and any successor governing documents, each, as may be amended from time to time Subsidiaries (collectively, the “Governing DocumentsSurviving Company Group”))) to indemnify and hold harmless the officers, promptly indemnify Executive against all costs, charges, losses, expenses managers and liabilities (including, but not limited to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred by Executive in connection with directors of any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise of Executive’s duties as an officer or director member of the Company Group who held any such position at any time on or any prior to the Effective Time (collectively, “Indemnified Officers”), to the same extent as such Indemnified Officers are indemnified by the Company Group on the date hereof, in respect of acts or omission occurring prior to the Closing, and Buyer shall cause the applicable member of the Surviving Company Group to maintain for six (6) years from and after the Closing indemnification provisions in its Subsidiaries and/or organizational documents that are no less favorable to the exercise of Executive’s powers Indemnified Officers than those in Executive’s capacity as an officer or director effect with respect to such member of the Company or any of its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive Group immediately prior to the fullest extent permitted by law or date of this Agreement. Buyer shall cause to be obtained and maintained in effect, for a period of six (6) years after the Governing DocumentsClosing, provided that if it is determined by a court policies of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain directors’ and officers’ liability insurance coverage for Executive’s benefit during Executive’s service protecting the Indemnified Officers with coverages and containing terms and conditions (including with respect to deductible, amount and payment of attorneys’ fees) that are no less favorable than those in existing policies of the Company or any as of the date hereof. Buyer may, at its Subsidiaries in any capacity and option, select the insurance broker for effecting such insurance policies. The Company shall have the right, but not the obligation, to acquire a period six (6) years thereafter, provided year tail policy for the Persons currently covered by the Company’s directors’ and officers’ liability insurance policy that such coverage is consistent with the second preceding sentence. Such policy shall be no less favorable than prepaid at the coverage provided Closing and shall be non-cancelable. Notwithstanding any other provision of this Agreement to other senior executives the contrary, each of the Company or directors Parties agrees that from and after the Closing Date each Indemnified Officer shall be a third party beneficiary under this Agreement for purposes of PubliCoenforcing this Section 6.7.

Director and Officer Indemnification. During For six (6) years from and after the Term and thereafter, the Company shallClosing Date, to the fullest extent permitted by lawapplicable Law, PubliCo’s First Amended Buyer shall, and Restated Memorandum and Articles of Association or Buyer shall cause the OpCo Operating Agreement (Surviving Corporation and any successor governing documentsof the Surviving Corporation’s Subsidiaries (the “Surviving Corporate Group”) to, each, as may be amended from indemnify and hold harmless the officers and directors of any member of the Surviving Corporate Group who held any such position at any time on or prior to time the Closing (collectively, “Indemnified Officers”) in respect of acts or omission occurring prior to the “Governing Documents”)Closing based in whole or in part out of the fact that such person is or was a director or officer of the Surviving Corporate Group (other than with respect to acts of fraud), promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited Buyer shall cause the applicable member of the Surviving Corporate Group to, reasonable attorneys’ fees maintain, for six (6) years from and costs incurred after the Closing, indemnification provisions in defending legal proceedings) incurred by Executive its organizational documents that are no less favorable to the Indemnified Officers than those in connection effect with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise of Executive’s duties as an officer or director respect to such member of the Company or any of its Subsidiaries and/or the exercise of Executive’s powers in Executive’s capacity as an officer or director of the Company or any of its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive Group immediately prior to the fullest extent permitted by law or Closing. Buyer shall cause the Governing Documents, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled Surviving Corporate Group to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide obtain and maintain in effect, for a period of six (6) years after the Closing, policies of directors’ and officers’ liability insurance protecting the Indemnified Officers with coverage and containing terms and conditions (including with respect to deductible, amount and payment of attorneys’ fees) that are no less favorable than those in policies existing at or prior to the Closing; provided, however, that in no event shall Buyer or the Surviving Corporate Group be obligated to pay annual premiums in excess of 300% of the annual premiums currently paid for Executive’s benefit during Executive’s service with such insurance. The Company shall have the Company or any of its Subsidiaries in any capacity and for right, but not the obligation, to acquire a period six (6) years thereafteryear tail policy for the persons currently covered by the Company’s directors’ and officers’ liability insurance policy that is consistent with the preceding sentence (including the proviso thereto). Notwithstanding any other provision of this Agreement to the contrary, provided each of the Parties agrees that such coverage from and after the Closing Date each Indemnified Officer shall be no less favorable than the coverage provided to other senior executives a third party beneficiary under this Agreement for purposes of the Company or directors of PubliCoenforcing this Section 7.8.

Director and Officer Indemnification. During the Executive Term and thereafterthereafter (including the Special Advisor Period), the Company shall, to the fullest extent permitted by law, PubliCo’s First Amended Radius’ Bylaws and Restated Memorandum and Articles Certificate of Association Incorporation or the OpCo Operating Agreement (and any successor governing documents, each, as may be amended from time to time (collectively, the “Governing Documents”)), promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited to, including reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred by Executive in connection with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise of Executive’s duties as an officer or director of the Company or any of its Subsidiaries and/or the exercise of Executive’s powers in Executive’s capacity as an officer or director of the Company or any of its Subsidiaries or otherwise in relation thereto, provided, however, in no event shall Executive be indemnified or held harmless for liability arising out of Executive’s fraud. Such expenses shall be promptly advanced to Executive to the fullest extent permitted by law or the Governing Documents, provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement or advancement, then Executive shall promptly return all such amounts to the Company. The Company shall also provide and maintain directors’ and officers’ liability insurance coverage for Executive’s benefit during Executive’s service with the Company or any of its Subsidiaries in any capacity and for a period six (6) years thereafter, provided that such coverage shall be no less favorable than the coverage provided to other senior executives executive officers of the Company or directors of PubliCoRadius.