Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. (a) Parent shall not, and shall cause the Surviving Corporation not to, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect, the current policies of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (the “Current Policies”); provided, however, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of such coverage prior to the Closing.

Director and Officer Liability. (a) Parent shall notAll rights to indemnification, advancement of expenses and shall cause the Surviving Corporation not to, take any action to alter exculpation from liabilities for acts or impair, any exculpatory omissions occurring at or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all Time now existing in favor of the Company’s current or former directors or officers of the Company and its respective Subsidiaries’ obligations to indemnify and hold harmless Subsidiaries (including any obligations to advance funds for expenseseach, an “Indemnified Person”) as provided in the Company Certificate of Incorporation or Company Bylaws (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective comparable organizational and governing documents or agreements as in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out copies of or pertaining which have been made available to Parent prior to the transactions contemplated by this Agreement; date hereof) and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director indemnification or other fiduciary in any entity if such service was at the request or for the benefit agreements of the Company or any of its Subsidiaries. Such obligations Subsidiaries as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation their terms, and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such individualobligations shall be subject to any limitation imposed from time to time under Applicable Law. For a period Without limiting the generality or effect of six (6) years the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shall cause to, (i) indemnify and hold harmless the Indemnified Persons to be maintained the fullest extent permitted (whether by Delaware Law, by any Applicable Laws, under the Company Certificate of Incorporation or Company Bylaws or in effectany Indemnification Agreement), (ii) fulfill and honor in all respect the current policies obligations of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries to the Indemnified Persons pursuant to (the “Current Policies”); provided, however, that the Surviving Corporation mayA) any Indemnification Agreement, and (C) indemnification, expense advancement and exculpation provisions set forth in the event Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents of the cancellation Company or termination any of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable its Subsidiaries (copies of which have been made available to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of such coverage prior to the Closingdate hereof).

Director and Officer Liability. (a) Parent shall notThe Surviving Entity shall, and Parent shall cause the Surviving Corporation not Entity to, take any action assume the obligations with respect to alter all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or impair, any exculpatory omissions occurring at or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all Time now existing in favor of the Company’s current or former directors, officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Articles, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its respective Subsidiaries’ obligations to indemnify and hold harmless Subsidiaries (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses)in each case, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements as in effect on the date hereof, including), without limitationfurther action, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such Effective Time and such obligations shall survive the Merger Mergers and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individualtheir terms. For a period of six (6) years after from the Effective Time, Parent and the Surviving Corporation Entity shall cause to be maintained maintain in effect, effect in the current policies certificate of officers’ incorporation and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on bylaws or similar organizational documents of the date hereof by the Company Surviving Entity and its Subsidiaries (the “Current Policies”); providedSubsidiaries, howeverexculpation, that the Surviving Corporation may, indemnification and in the event advancement of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions expenses provisions that are no less favorable to the covered persons Indemnified Parties than those set forth in respect the Company’s and its Subsidiaries’ certificate of claims arising from facts incorporation, bylaws or events similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that existed or occurred prior to or at would adversely affect the Effective Time under the Current Policiesrights thereunder of any Indemnified Party; provided, further, however, that in no event will the Surviving Corporation be required all rights to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts indemnification in respect of any Action pending or asserted or any claim made within such coverage prior period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the Closingcovenants contained in this Section 7.5.

Director and Officer Liability. (a) Parent shall notFrom and after the Closing Date, the Company, the Surviving Corporation and their respective Subsidiaries shall, and Parent shall cause the Surviving Corporation not toCompany, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) any of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its their respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) , as the case may be, to: (i) the present indemnify, defend and former officers and directors thereof hold harmless, against any and all costs or expenses (including reasonable attorneys’ fees and expensesexpenses and disbursements), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative investigative, and provide advancement of expenses to, all past and present directors and officers of the Company and each Company Subsidiary (in all of their capacities) (each, an “DamagesIndemnified Person”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time ) to the same extent provided under such persons are indemnified or have the Company’s right to advancement of expenses as of the Agreement Date by the Company or such Subsidiaries’ respective any Company Subsidiary pursuant to the Company Charter Documents, the charter and organizational documents of the Company Subsidiaries and governing documents or the indemnification agreements in effect existence on the date hereof, including, without limitation, hereof with any directors or officers of the adoption and approval of this Agreement, the Merger Company or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreementany Company Subsidiary; and (ii) such persons against any include and all Damages arising out of acts or omissions cause to be maintained in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of Company’s or the Surviving Corporation’s articles of incorporation (or any successor’s), as the case may be, charter and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For for a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effectClosing Date, the current policies provisions regarding elimination of liability of directors, indemnification of officers’ , directors and directors’ liability insurance, employment practice insurance employees and fiduciary liabilities insurance maintained on the date hereof by advancement of expenses contained in the Company and its Subsidiaries (Charter Documents. If the “Current Policies”); provided, however, that Company or the Surviving Corporation mayCorporation, as the case may be, or any of their respective successors or assigns (A) shall consolidate with or merge into any other corporations or entity and in the event of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect the continuing or surviving corporation or entity of such coverage prior consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the Closingsuccessors and assigns of the Company or the Surviving Corporation, as the case may be, shall assume in writing all of the obligations set forth in this Section 5.7.

Director and Officer Liability. (a) Parent shall notThe Surviving Corporation shall, and Parent shall cause the Surviving Corporation not to, take any action assume the obligations with respect to alter all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or impair, any exculpatory omissions occurring at or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all Time now existing in favor of the Company’s current or former directors, officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Certificate of Incorporation, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its respective Subsidiaries’ obligations to indemnify and hold harmless Subsidiaries (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses)in each case, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements as in effect on the date hereof, including), without limitationfurther action, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such Effective Time and such obligations shall survive the Merger Mergers and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individualtheir terms. For a period of six (6) years after from the Effective Time, Parent and the Surviving Corporation shall cause to be maintained maintain in effect, effect in the current policies certificate of officers’ incorporation and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (the “Current Policies”); provided, however, that bylaws or similar organizational documents of the Surviving Corporation mayand its Subsidiaries, exculpation, indemnification and in the event advancement of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions expenses provisions that are no less favorable to the covered persons Indemnified Parties than those set forth in respect the Company’s and its Subsidiaries’ certificate of claims arising from facts incorporation, bylaws or events similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that existed or occurred prior to or at would adversely affect the Effective Time under the Current Policiesrights thereunder of any Indemnified Party; provided, further, however, that all rights to indemnification in no event will respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation be required and its Subsidiaries to expend annually honor, in excess of 300% accordance with their respective terms, each of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that covenants contained in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of such coverage prior to the Closingthis Section 7.5.

Director and Officer Liability. (a) Parent shall notPurchaser agrees that, to the fullest extent permitted under Applicable Law, all rights to exculpation, indemnification and shall cause the Surviving Corporation not to, take any action to alter advancement of expenses for acts or impair, any exculpatory omissions occurring at or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that whether asserted or claimed prior to, at or after the Surviving Corporation shallEffective Time, to existing as at the extent permitted by applicable Law, comply with all date of this Agreement in favor of the Company’s current or former directors and officers of Company or its Subsidiaries as provided in their respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs articles of association or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to other organizational documents or in connection with any acts agreement or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval deed of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations indemnity shall survive the Merger Transaction and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individualtheir terms. For a period of six (6) years after from the Effective Time, to the Surviving Corporation fullest extent permitted under Applicable Law, Purchaser shall cause to be maintained in effect, the current policies of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (to maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the “Current Policies”)articles of association or similar organizational documents of Company and its Subsidiaries in effect as at the date of this Agreement or in any indemnification agreements of Company or its Subsidiaries with any of their respective current or former directors or officers in effect as at the date of this Agreement, and to the fullest extent permitted under Applicable Law shall not permit Company or any of its Subsidiaries to amend, repeal or otherwise modify any such provisions or any such indemnification agreements or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of Company or its Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors or officers of Company or any of its Subsidiaries; provided, however, that the Surviving Corporation mayall rights to exculpation, indemnification and in the event advancement of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the covered persons expenses in respect of claims arising from facts any Proceeding pending or events that existed asserted or occurred prior to any claim made within such period shall continue until the disposition of such Proceeding or at resolution of such claim. Following the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation Closing Purchaser shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the cause Company to purchase “tail” insurance coverage that provides coverage no less favorable than comply with the coverage described above, provided that the Company shall not be required to pay any amounts in respect terms of such coverage prior to the Closingthis Section 7.4(a).

Director and Officer Liability. (a) During the period beginning on the Closing Date and ending on the sixth (6th) anniversary thereof, Parent shall not, and shall cause the Company or Surviving Corporation not toCorporation, take any action to alter or impair, any exculpatory or indemnification provisions existing in as the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shallcase may be, to the extent permitted by applicable LawLegal Requirements, comply with all of the Company’s and its respective Subsidiaries’ obligations to indemnify to: (i) indemnify, defend and hold harmless all past and present directors and officers of the Acquired Corporations as of the Effective Time (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof such Persons, “Indemnified Persons”), against any and all costs or expenses (including reasonable attorneys’ fees and expensesexpenses and disbursements), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”)investigative, arising out of, relating and provide advancement of expenses to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time such Indemnified Persons to the same extent provided under such persons are indemnified or have the Company’s or such Subsidiaries’ respective organizational right to advancement of expenses as of the Agreement Date by the Company pursuant to the Company Charter Documents and governing documents or the indemnification agreements of the Company in effect existence on the date hereof, including, without limitation, hereof with any directors and officers of the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this AgreementCompany; and (ii) such persons against any include and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effecteffect in the Company or the Surviving Corporation’s (or any successor’s), as the case may be, charter and bylaws the current policies provisions regarding elimination of liability of directors, indemnification of officers’ , directors and directors’ liability insurance, employment practice insurance employees and fiduciary liabilities insurance maintained on the date hereof by advancement of expenses contained in the Company and its Subsidiaries (Charter Documents. If the “Current Policies”); provided, however, that Company or the Surviving Corporation mayCorporation, as the case may be, or any of their respective successors or assigns: (A) shall consolidate with or merge into any other corporations or entity and in the event of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect the continuing or surviving corporation or entity of such coverage prior consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the Closingsuccessors and assigns of the Company or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 4.7.

Director and Officer Liability. (a) Parent shall not, and shall cause the The Surviving Corporation not to, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, shall comply with all of the Company’s 's and its respective Subsidiaries’ ' obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ ' fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”"DAMAGES"), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s 's or such Subsidiaries’ ' respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons and any other present or former employee of the Company against any and all Damages arising out of acts or omissions in connection with any such person persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s 's articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, directors or officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect, effect the current policies of officers’ ' and directors’ ' liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its respective Subsidiaries (the “Current Policies”"CURRENT POLICIES"); providedPROVIDED, howeverHOWEVER, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies shall shall, substitute therefor policies with reputable and financially sound carriers providing such at least the same coverage and amount and containing such terms and conditions that are no less favorable to the covered persons (the "REPLACEMENT POLICIES") in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amountPolicies; PROVIDED, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; providedFURTHER, further, howeverHOWEVER, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “"tail” " insurance coverage that provides coverage no less favorable than the coverage described above, provided PROVIDED that the Company shall not be required to pay any amounts in respect of such coverage prior to the Closing.

Director and Officer Liability. (a) Parent shall not, and The Purchaser shall cause the Surviving Corporation not to, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of and the Surviving Corporation shall, indemnify and hold harmless, to the fullest extent permitted under applicable law, the individuals who on or in prior to the written indemnification agreements set forth on Section 5.9(a) Effective Time were officers or directors of the Company Disclosure Schedule for (collectively, the benefit of any individual who served "Indemnitees") with respect to all acts or omissions by them in their capacities as a director such or officer taken at the request of the Company at any time on or prior to the Effective Time, provided that . In the event the Surviving Corporation shall, to or the extent permitted by applicable Law, comply with all Purchaser or any of the Company’s and its respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) their successors or assigns (i) consolidates with or merges into any other Person and shall not be the present and former officers and directors thereof against any and all costs continuing or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual surviving corporation or threatened claim, action, suit, proceeding entity of such consolidation or investigation, whether civil, criminal, administrative merger or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and transfers all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any substantially all of its Subsidiaries. Such obligations properties and assets to any Person, then and in each such case, proper provisions shall survive be made so that the Merger successors and shall continue in full force and effect in accordance with the terms assigns of the Surviving Corporation’s articles Corporation or the Purchaser shall assume the obligations of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation or the Purchaser, as the case may be, as set forth in this Section 14.7. An Indemnitee shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the Surviving Corporation to assume and control the defense of such individual. For a period litigation, claim or proceeding, such Indemnitee shall have the right to employ separate counsel and to participate in the defense of six (6) years after the Effective Timesuch litigation, claim or proceeding, and the Surviving Corporation shall cause to be maintained in effectbear the reasonable fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Indemnitee if (x) the current policies use of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof counsel chosen by the Company and its Subsidiaries Surviving Corporation to represent such Indemnitee would present such counsel with a conflict of interest or (y) such Indemnitee shall have legal defenses available to it or to other Indemnitees which are different from or in addition to those available to the “Current Policies”)Surviving Corporation; provided, however, that the Indemnitee may be required to deliver an undertaking to the Company if contemplated by the certificate of incorporation of the Company. The Surviving Corporation may, and in shall not settle any matter unless the event terms of the cancellation or termination settlement provide that the Indemnitee shall have no responsibility for the discharge of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and any settlement amount and containing impose no other obligations or duties on the Indemnitee and the settlement discharges all rights against Indemnitee with respect to such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will matter. The Purchaser shall cause the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies to, and if the annual premium exceeds such amount, the Surviving Corporation shall provide shall, honor all indemnification agreements with Indemnitees (including under the maximum amount of coverage that can be obtained for such amount; provided, further, however, that Company's by-laws) in lieu effect as of the foregoing insurance coverage, Parent may direct date of this Agreement in accordance with the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of terms thereof. All such coverage prior to the Closingindemnification agreements are identified on Schedule 14.7(a).

Director and Officer Liability. (a) For a period of six (6) years after the Closing Date, Parent shall notshall, and shall cause the Surviving Corporation not toCompany, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) any of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its their respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) , as the case may be, to: (i) the present indemnify, defend and former officers and directors thereof hold harmless, against any and all costs or expenses (including reasonable attorneys’ fees and expensesexpenses and disbursements), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative investigative, and provide advancement of expenses to, all past and present directors and officers of the Company and each Company Subsidiary (in all of their capacities) (each, an “DamagesIndemnified Person”), arising out of, relating ) to the same extent such persons are indemnified or have the right to advancement of expenses as of the Agreement Date by the Company or any Company Subsidiary pursuant to the applicable Company Charter Documents Table of Contents and the indemnification agreements in connection existence on the Agreement Date with any acts directors or omissions occurring officers of the Company or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreementany Company Subsidiary; and (ii) such persons against any include and all Damages arising out of acts or omissions cause to be maintained in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of Company’s or the Surviving Corporation’s articles of incorporation (or any successor’s), as the case may be, charter and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For for a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effectClosing Date, the current policies provisions regarding elimination of liability of directors, indemnification of officers’ , directors and directors’ liability insurance, employment practice insurance employees and fiduciary liabilities insurance maintained on advancement of expenses contained in the date hereof applicable Company Charter Documents; provided that the provisions of this clause (ii) shall be deemed to have been satisfied by the Company and its Subsidiaries (the purchasing a “Current Policies”); provided, however, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred tail” policy prior to or at the Effective Time under pursuant to Section 5.7(b). If the Current Policies; provided, further, however, that in no event will Company or the Surviving Corporation be required to expend annually in excess Corporation, as the case may be, or any of 300% of the annual premium currently paid by the Company under the Current Policies their respective successors or assigns: (A) shall consolidate with or merge into any other corporations or entity and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect the continuing or surviving corporation or entity of such coverage prior consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the Closingsuccessors and assigns of the Company or the Surviving Corporation, as the case may be, shall assume in writing all of the obligations set forth in this Section 5.7.

Director and Officer Liability. (a) Parent shall notThe Surviving Corporation shall, and Parent shall cause the Surviving Corporation not to, take any action assume the obligations with respect to alter all rights to indemnification 38 and exculpation from liabilities, including advancement of expenses, for acts or impair, any exculpatory omissions occurring at or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all Time now existing in favor of the Company’s current or former directors, officers or employees of the Company or its Subsidiaries (the "Indemnified Parties") as provided in the Company Certificate of Incorporation, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its respective Subsidiaries’ obligations to indemnify and hold harmless Subsidiaries (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses)in each case, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements as in effect on the date hereof, including), without limitationfurther action, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such Effective Time and such obligations shall survive the Merger Mergers and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individualtheir terms. For a period of six (6) years after from the Effective Time, Parent and the Surviving Corporation shall cause to be maintained maintain in effect, effect in the current policies certificate of officers’ incorporation and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (the “Current Policies”); provided, however, that bylaws or similar organizational documents of the Surviving Corporation mayand its Subsidiaries, exculpation, indemnification and in the event advancement of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions expenses provisions that are no less favorable to the covered persons Indemnified Parties than those set forth in respect the Company's and its Subsidiaries' certificate of claims arising from facts incorporation, bylaws or events similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that existed or occurred prior to or at would adversely affect the Effective Time under the Current Policiesrights thereunder of any Indemnified Party; provided, further, however, that all rights to indemnification in no event will respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation be required and its Subsidiaries to expend annually honor, in excess of 300% accordance with their respective terms, each of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that covenants contained in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of such coverage prior to the Closingthis Section 7.5.

Director and Officer Liability. (a) Parent shall notFor a period of six years, from and shall cause after the Surviving Corporation not toClosing, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its respective Subsidiaries’ obligations to Subsidiaries (and their successors or assigns) shall indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers officers, directors, employees and directors thereof against any agents of the Company and all costs or expenses (including reasonable attorneys’ fees its Subsidiaries in respect of acts and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring on or alleged to occur prior to or at the Effective Time Closing Date to the fullest extent provided under permitted by Law and as may be required by the Companyentity’s or such Subsidiaries’ respective organizational and certificate of incorporation, bylaws and/or other governing documents or agreements in effect on the date hereof, including, without limitationhereof or under any indemnification or other agreement between such Person and the Company or such Subsidiary disclosed in the Disclosure Letter and in effect on the date hereof (including advancement of expenses actually and reasonably incurred by him or her or on his or her behalf). At or prior to the Closing, the adoption Company shall purchase a “tail” director and approval officer liability insurance policy providing coverage for a period of this Agreement, six years following the Merger Closing for acts and omissions of the individuals who were officers or the other transactions contemplated by this Agreement or arising out directors of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of either the Company or any of its Subsidiaries. Such obligations shall survive Subsidiaries prior to the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations Closing (“D&O Insurance”) with respect to any claims against such directors, officers matters arising at or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect, the current policies of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (the “Current Policies”); provided, however, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of such coverage prior to the Closing. The costs of any D&O Insurance obtained pursuant to this Section 8.5 shall be Transaction Expenses. Notwithstanding any provision to the contrary in this Agreement or in the D&O Insurance, (a) no provision hereof or indemnification right in the D&O Insurance shall limit in any way the right of any Parent Indemnified Party to indemnification pursuant to Article XI or Article XII and (b) in no event shall Parent, the Company or any of their respective successors and assigns have any obligation or liability of any kind whatsoever under this Section 8.5 to any Person with respect to indemnification, holding harmless, exculpation or expenses arising out of or relating to matters for which the Parent Indemnified Parties are indemnified pursuant to Article XI or Article XII (without regard to the limitations set forth in Sections 11.2 and 11.3).

Director and Officer Liability. (a) Parent shall not, and shall cause the Surviving Corporation not to, take and the Surviving Corporation shall, indemnify and hold harmless, to the fullest extent permitted under applicable law, the individuals who on or prior to the Effective Time were officers, directors and employees of Honeywell or its Subsidiaries (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of Honeywell or any action of its Subsidiaries at any time on or prior to alter the Effective Time. In the event the Surviving Corporation or impairParent or any of their successors or assigns (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, any exculpatory or indemnification then and in each such case, proper provisions existing in shall be made so that the articles of incorporation or bylaws successors and assigns of the Surviving Corporation or in Parent shall assume the written indemnification agreements set forth on Section 5.9(a) obligations of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shallor the Parent, as the case may be, as set forth in this Section 6.2. An Indemnitee shall have a right to participate in (but not control) the extent permitted by applicable Law, comply defense of any such matter with all its own counsel and at its own expense. Notwithstanding the right of the Company’s Surviving Corporation to assume and its respective Subsidiaries’ obligations control the defense of such litigation, claim or proceeding, such Indemnitee shall have the right to indemnify employ separate counsel and hold harmless (including any obligations to advance funds for expenses) participate in the defense of such litigation, claim or proceeding, and the Surviving Corporation shall bear the reasonable fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Indemnitee if (i) the use of counsel chosen by the Surviving Corporation to represent such Indemnitee would present and former officers and directors thereof against any and all costs such counsel with a conflict of interest or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts Indemnitee shall have legal defenses available to it or omissions to other Indemnitees which are different from or in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of addition to those available to the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect, the current policies of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (the “Current Policies”); provided, however, that the Indemnitee shall be required to deliver an undertaking to Honeywell as contemplated by Section 2 of Article VI of the restated certificate of incorporation of Honeywell. The Surviving Corporation may, and shall not settle any matter set forth in the event Section 6.2 of the cancellation or termination Honeywell Disclosure Schedule unless the terms of such policies the settlement provide that the Indemnitee shall substitute therefor policies with reputable and financially sound carriers providing such coverage and have no responsibility for the discharge of any settlement amount and containing impose no other obligations or duties on the Indemnitee and the settlement discharges all rights against Indemnitee with respect to such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will matter. Parent shall cause the Surviving Corporation be required to expend annually honor all indemnification agreements with Indemnitees (including under Honeywell's by-laws) in excess of 300% effect as of the annual premium currently paid by date of this Agreement in accordance with the Company under the Current Policies and if the annual premium exceeds terms thereof. Honeywell has disclosed to Parent all such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of such coverage indemnification agreements prior to the Closingdate of this Agreement.