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

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documents, as now or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documentsapplicable Laws, as now or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, director or officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; . In addition, from and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defendingafter the Effective Time, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance each of the final disposition of such D&O Claim, Surviving Corporation and Parent shall advance costs and expenses (including payment on behalf of or advancement to the Covered Person of any Claim Expenses attorneys’ fees) as incurred by such any Covered Person in connection with enforcing any rights with D&O Claim after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.10, upon learning of any claim, action or proceeding in respect to of which such indemnification and/or advancementwill be sought, shall notify Parent thereof in each case without writing; provided, that the requirement failure to so notify the Surviving Corporation shall not affect the indemnification obligations of any bond the Surviving Corporation or other securityParent under this Section 6.10(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, director or officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From If the Merger is consummated, during the period commencing at the Effective Time and after ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall, shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the fullest extent permitted by current or former directors and officers of the Organizational Documents, as now Company and its Subsidiaries or hereafter in effect: (i) indemnify and hold harmless each any person who is at the date hereof, was previously, becomes a director or during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries prior to the Effective Time (the "Indemnified Persons") under any indemnification, advancement of expenses and each Person who served exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as a directorin effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at any time prior to the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance sixth anniversary of the final disposition of such D&O ClaimEffective Time, including payment on behalf of or advancement any Indemnified Person delivers to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to Surviving Corporation a written notice asserting a claim for indemnification under such indemnification and/or advancementrights, then the claim asserted in each case without such notice shall survive the requirement sixth anniversary of any bond or other securitythe Effective Time until such time as such claim is fully and finally resolved. In the event of any such D&O Claimclaim, Parent and proceeding, investigation or inquiry, the Surviving Corporation shall cooperate with have the Covered right to control the defense thereof after the Effective Time. In such case each Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the defense written opinion of any such D&O Claim. All rights counsel to indemnification and advancement conferred hereunder shall continue as the Indemnified Person, the Indemnified Person's use of counsel of the Surviving Corporation would be expected to give rise to a Person who has ceased to be a directorconflict of interest, officer or employee the Surviving Corporation shall bear the reasonable expenses of the Company or Indemnified Person's separate counsel. Notwithstanding anything to the contrary set forth in this Section 5.8(a), neither the Surviving Corporation nor any of its Subsidiaries after the date hereof and Affiliates (including Parent) shall inure settle or otherwise compromise or consent to the benefit entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement without such Indemnified Person's prior written consent unless such settlement, compromise, consent or termination (i) consists solely of money damages and such claim, proceeding, investigation or inquiry is finally settled, compromised, consented to or terminated or (ii) includes an unconditional release of such Person’s heirsIndemnified Person from all liability arising out of such claim, successorsproceeding, executors and personal and legal representativesinvestigation or inquiry. Without limiting the foregoing, no Indemnified Person shall have any liability for or obligations with respect to any settlement or compromise effected without his or her prior written consent.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective TimeTime and for a period of six (6) years thereafter, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documentsapplicable Laws, as now or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; . In addition, from the Effective Time and for a period of six (ii6) promptly advance to such Covered Person any Claim Expenses incurred in defendingyears thereafter, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance each of the final disposition of such D&O Claim, Surviving Corporation and Parent shall advance costs and expenses (including payment on behalf of or advancement to the Covered Person of any Claim Expenses attorneys’ fees) as incurred by such any Covered Person in connection with enforcing any rights with D&O Claim promptly (and in any event within ten (10) days) after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.7, upon learning of any claim, action or proceeding in respect to of which such indemnification and/or advancementwill be sought, shall notify Parent thereof in each case without writing; provided, that the requirement failure to so notify the Surviving Corporation shall not affect the indemnification obligations of any bond the Surviving Corporation or other securityParent under this Section 6.7(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documentsapplicable Laws, as now or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; . In addition, from and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defendingafter the Effective Time, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance each of the final disposition of such D&O Claim, Surviving Corporation and Parent shall advance costs and expenses (including payment on behalf of or advancement to the Covered Person of any Claim Expenses attorneys’ fees) as incurred by such any Covered Person in connection with enforcing any rights with D&O Claim promptly (and in any event within ten (10) days) after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.10, upon learning of any claim, action or proceeding in respect to of which such indemnification and/or advancementwill be sought, shall notify Parent thereof in each case without writing; provided, that the requirement failure to so notify the Surviving Corporation shall not affect the indemnification obligations of any bond the Surviving Corporation or other securityParent under this Section 6.10(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation Company and Parent shall, to the fullest extent permitted by the Organizational Documents, as now or hereafter in effect: (i) applicable Laws indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a present and former director, officer or employee of the Company or any of its Subsidiaries and each Person who is on the Agreement Date, was previously, or during the period from the Agreement Date through the Effective Time will be serving as or served as a present or former director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and against any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; and (ii) promptly advance to such provided, however, that no Covered Person any Claim Expenses incurred in defendingshall compromise, serving as a witness with respect settle or come to an arrangement regarding, or otherwise participating with respect agree to compromise, settle or come to an arrangement regarding, any D&O Claim for which indemnification is being sought under this Section 6.9(a) unless Parent has consent thereto in advance writing (which consent will not be unreasonably withheld, condition or delayed), and Parent and the Surviving Company shall not have any liability for any such compromise, settlement or arrangement effected without Parent’s prior written consent. In addition, from and after the Effective Time, each of the final disposition of such D&O Claim, Surviving Company and Parent shall advance costs and expenses (including payment on behalf of or advancement to the Covered Person of any Claim Expenses attorneys’ fees) as incurred by such any Covered Person in connection with enforcing any rights with D&O Claim promptly (and in any event within ten (10) days) after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides a written undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.9, upon learning of any claim, action or proceeding in respect to of which such indemnification and/or advancementwill be sought, shall notify Parent thereof in each case without writing; provided that the requirement failure to so notify the Surviving Company shall not affect the indemnification obligations of any bond the Surviving Company or other securityParent under this Section 6.9(a), except to the extent such failure to notify materially prejudices the Surviving Company or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation Company shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representativesAgreement Date.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documentsapplicable Laws, as now or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, in their capacity as such, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; . In addition, from and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defendingafter the Effective Time, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance each of the final disposition of such D&O Claim, Surviving Corporation and Parent shall advance costs and expenses (including payment on behalf of or advancement to the Covered Person of any Claim Expenses attorneys’ fees) as incurred by such any Covered Person in connection with enforcing any rights with D&O Claim promptly (and in any event within ten (10) days) after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 5.11, upon learning of any claim, action or proceeding in respect to of which such indemnification and/or advancementwill be sought, shall notify Parent thereof in each case without writing; provided, that the requirement failure to so notify the Surviving Corporation shall not affect the indemnification obligations of any bond the Surviving Corporation or other securityParent under this Section 5.11(a), except to the extent such failure to notify materially prejudices the Surviving Corporation or Parent. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to the indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

Directors and Officers Exculpation Indemnification and Insurance. (a) From Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors and officers of the Company or any of its Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from and after the Effective Time, the Surviving Corporation and Parent shall, Company hereby agrees to the fullest extent permitted by the Organizational Documents, as now or hereafter in effect: (i) indemnify and hold harmless each person who is of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at the date hereof, was previously, or during the period from the date hereof through prior to the Effective Time will be(including this Agreement, serving as the Statutory Merger Agreement and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is a director, current or former director or officer or employee of the Company or any of its Subsidiaries and each Person who served as Subsidiaries, or is a director, officer, member, trustee current or fiduciary former director or officer of another corporationPerson, partnership, joint venture, trust, pension having served or other employee benefit plan or enterprise serving in such capacity at the request of the Company or for any of its Subsidiaries, whether asserted or claimed prior to, at or after the benefit of any Company Group Member (collectivelyEffective Time, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other securityfullest extent permitted under Applicable Law. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such D&O Claim. All rights Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to indemnification whom expenses are advanced shall provide an undertaking, if and advancement conferred hereunder shall continue as only to a Person who has ceased to be a directorthe extent required by the Bermuda Companies Act, officer or employee the Charter Documents of the Surviving Company or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of its Subsidiaries after fraud or dishonesty is proved; and (y) the date hereof and Surviving Company shall inure to cooperate in the benefit defense of any such Person’s heirs, successors, executors and personal and legal representativesmatter.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Company Merger Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documents, as now or hereafter in effectapplicable Laws: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, present and former director and officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim; . In addition, from and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defendingafter the Company Merger Effective Time, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance each of the final disposition of such D&O Claim, Surviving Corporation and Parent shall advance costs and expenses (including payment on behalf of or advancement to the Covered Person of any Claim Expenses attorneys’ fees) as incurred by such any Covered Person in connection with enforcing any rights with D&O Claim after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.9, upon learning of any claim, action or proceeding in respect to of which such indemnification and/or advancementwill be sought, shall notify Parent thereof in each case without the requirement of any bond or other security. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representativeswriting.

Directors and Officers Exculpation Indemnification and Insurance. (a) From During the period commencing at the Closing Date and after ending on the Effective Timesixth anniversary thereof, the Surviving Corporation Purchaser will indemnify and Parent shallhold harmless, to the fullest extent permitted by applicable Law or pursuant to any indemnification agreements with the Organizational DocumentsCompany in effect as of the Closing Date, as now each of the Company’s respective current or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereofformer directors, was previouslyofficers, or during employees (each an “Indemnified Person”) from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the period from the date hereof through the Effective Time will beextent that such Legal Proceeding arises, serving directly or indirectly, out of or pertains, directly or indirectly, to any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer officer, employee or employee agent of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan Affiliates (regardless of whether such action or enterprise omission, or alleged action or omission, occurred prior to or at the request of Closing Date as well as any actions taken by the Company or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness Purchaser with respect thereto. Notwithstanding the foregoing, if, at any time prior to or otherwise participating with respect to any D&O Claim in advance the sixth anniversary of the final disposition Closing Date, any Indemnified Person delivers to Purchaser a written notice asserting a claim for indemnification pursuant to this Section, then the claim asserted in such notice will survive the sixth anniversary of the Closing Date until such D&O Claim, including payment on behalf of or advancement to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other securityclaim is fully and finally resolved. In the event of any such D&O ClaimLegal Proceeding, Parent (1) the Purchaser will have the right to control the defense thereof after the Closing Date (it being understood that, by electing to control the defense thereof, the Purchaser will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); (2) the Indemnified Persons will be entitled to retain their own counsel selected by them (the fees and expenses of which will be paid by the Surviving Corporation shall cooperate with Purchaser); (3) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined by a court of appropriate jurisdiction after exhausting all appeals that such Indemnified Person is not entitled to indemnification, the Covered Purchaser will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding, whether or not the Purchaser elects to control the defense of any such D&O ClaimLegal Proceeding; and (4) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Purchaser is entirely responsible). All rights Notwithstanding anything to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a directorthe contrary in this Agreement, officer or employee none of the Company Purchaser or any of its Subsidiaries after the date hereof and shall inure respective Affiliates will settle or otherwise compromise or consent to the benefit entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Person’s heirs, successors, executors and personal and legal representativesLegal Proceeding.

Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documentsapplicable Laws, as now or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim; Claim and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.