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

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, and to the extent that any such Claim pertains to any matter or fact arising out of any act or omission prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, or the Surviving Corporation if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director officer, director, employee and agent (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its SubsidiariesSubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable New Hampshire law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.consummation

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent the parties shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement settlement, with the written approval of the Surviving Corporation (which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any subsidiaries or is or was serving at the request of the Company or any of its Subsidiariessubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shallMerger, or the parties shall cause the Company (or the Surviving Corporation if after the Effective Time) to, to periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation Effective Time for a period of six (6) years, the Offer, Parent Surviving Company shall, and Parent shall cause the Surviving Company (orto, if after the Effective Timeindemnify and hold harmless, and provide advancement of expenses to, the Surviving Corporation) to, indemnify, defend present and hold harmless former officers and directors of the Group Companies and any person who is now, becomes a director or has been at any time prior to the date hereof, or who becomes officer of Group Companies prior to the Effective TimeTime (each, an officer or director (the "Company “Indemnified Party"”) of the Company against any and its Subsidiaries against all losses, claims, damages, liabilities, costs and cost or expenses (including attorney's reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Legal Proceeding, whether civil, criminal administrative or investigative to the fullest extent permitted by the Companies Act or any other applicable Law or provided under the memorandum and articles of association, any indemnification agreements and any other governing documents of the Group Companies in effect on the date hereof. In the event of any threatened or pending claim, action, suit, claimarbitration, proceeding or investigation investigation, whether civil, criminal, administrative or investigative and whether formal or informal (each each, a "Claim"“Proceeding”) to the extent that any such Claim is based onwhich an Indemnified Party is, has been or becomes a party or with respect to which an Indemnified Party is, has been or becomes otherwise involved (including as a witness), arising in whole or in part out of, or arises out ofpertaining in whole or in part to, the fact that such person the Indemnified Party is or was a an officer or director or officer of the Company or any of its SubsidiariesSubsidiaries or any of their respective predecessors or is or was serving at the request of the Company or any of its Subsidiaries or any of their respective predecessors as an officer, and to the extent that director, employee, fiduciary or agent of another enterprise (including any such Claim pertains to any matter or fact Proceeding arising out of any act or omission pertaining to matters occurring or existing or alleged to have occurred or existed, or acts or omissions occurring or alleged to have occurred, at or prior to or at the Effective Time, regardless or arising out of whether or pertaining to this Agreement and the transactions and actions contemplated hereby), (i) the Surviving Company shall, and Parent shall cause the Surviving Company to, advance fees, costs and expenses (including reasonable attorney's fees and disbursements) incurred by each Indemnified Party in connection with and prior to the final disposition of such Claim Proceedings, such fees, costs and expenses (including reasonable attorney's fees and disbursements) to be advanced within twenty (20) Business Days of receipt by Parent from the Indemnified Party of a request therefor, and (ii) none of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification could be sought by such Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing. If any claim for indemnification is asserted or claimed prior tomade by any Indemnified Party pursuant to this Section 7.4, at any determination required to be made with respect to whether such Indemnified Party's conduct complies with the standards under the Companies Act, the memorandum and articles of association of the Surviving Company or after the Effective Timeany Subsidiary, other applicable Law or any applicable indemnification agreement shall be made by independent legal counsel selected by such Indemnified Party that is reasonably acceptable to the full extent permitted under applicable law or the Surviving Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of . If any action or suit. Without limiting the foregoing, in the event Proceeding is brought against any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to which indemnification could be sought by such Company Indemnified Party its legal and other expenses under this Section 7.4, (including the cost of any investigation and preparation incurred A) each Indemnified Party shall be entitled to retain his or her own counsel in connection therewith)with such Proceeding, subject to the provision by such Company and (B) no Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled theretoshall be liable for any settlement effected without his or her prior express written consent.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) to, Corporation to indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director officer, director, employee and agent (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its SubsidiariesSubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any ClaimClaim of the type described above, then from and after consummation of the Offer Offer, Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, to periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company Surviving Corporation (orwhich, if after for purposes of this Section 5.7, shall include the Effective Time, provision of necessary funds to the Surviving Corporation, if necessary) to, to indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer officer, director, employee or director agent (the "Company Indemnified Party") of the Company and or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any of its SubsidiariesSubsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any ClaimClaim of the type described above, then from and after consummation of the Offer Offer, Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to(which, for purposes of this Section 5.7, shall include the provision of necessary funds to the Surviving Corporation, if necessary) to periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director officer, director, employee and agent (the "Company “Indemnified Party"”) of the Company and and/or its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's ’s fees and expenses), judgments, fines, losses, and amounts paid in settlement, any such settlement to be with the approval of the indemnifying party (which approval shall not be unreasonably withheld), and fines in connection with any actual or threatened action, suit, claim, proceeding or investigation whether civil, criminal, administrative, or investigative, (each a "“Claim"”) to the extent that any such Claim is based on, or arises out of, or pertains to (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its SubsidiariesSubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case, to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law or Law and the Company's Articles ’s articles of Incorporationincorporation, Byby-laws or other indemnification agreements in effect at as of the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Any Indemnified Party becomes involved in wishing to claim indemnification under this Section 4.6, upon learning of any capacity in any Claimsuch claim, then from and after consummation of the Offer Parent shallaction, suit, proceeding or investigation, shall cause the Company (promptly notify Parent, Merger Sub or the Surviving Corporation if after and shall deliver to Merger Sub and the Effective TimeSurviving Corporation the undertaking contemplated by Section 17-6305(e) toof the KGCC. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, periodically advance to such Company under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. In the event any Indemnified Party brings any action against Parent or the Surviving Corporation to enforce rights or to collect monies due under this Section 4.6, the prevailing party in such action shall be entitled to recover its legal costs, including reasonable attorneys’ fees and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled theretocosts.

Directors’ and Officers’ Insurance and Indemnification. (a) From and In the event of any threatened or actual claim, action, suit proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation by or in the right of the Company, the Surviving Corporation or any of their respective Subsidiaries, in which any Seller or any of the present or former officers or directors of the Company or any Company Subsidiary (collectively, the "D&O Indemnified Parties") is, or is threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, employee or agent of the Company or any of its Subsidiaries or is or was, prior to the Closing Date, serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company or any of its Subsidiaries, whether such claim arises before, on or after the consummation of Closing Date, the OfferSurviving Corporation shall, Parent and Purchaser shall, and shall cause the Company Surviving Corporation (or, if after which for the Effective Time, purpose of this Section 5.6 shall include any successor to the Surviving Corporation) to, indemnify, defend indemnify and hold harmless any person who is nowharmless, or has been at any time prior as and to the same extent and on the same terms and conditions permitted by the Company's Articles of Incorporation or Bylaws in effect on the date hereof, or who becomes prior hereof (to the Effective Timefullest extent permitted by applicable Laws), an officer or director (the "Company each such D&O Indemnified Party") of the Company and its Subsidiaries Party against all any losses, claims, damages, liabilities, costs and costs, expenses (including attorney's reasonable attorneys' fees and expenses), judgments, fines, losses, fines and amounts paid in settlement in connection with any actual or threatened such claim, action, suit, suit proceeding or investigation. In the event of any such claim, action, suit proceeding or investigation (each a "Claim") to the extent that any such Claim is based onwhether arising before, or arises out of, the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, and to the extent that any such Claim pertains to any matter or fact arising out of any act or omission prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at on or after the Effective TimeClosing Date) with respect to which Purchaser, to the full extent permitted under applicable law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after (or any successor of the Effective TimeSurviving Corporation) is required to provide indemnification hereunder, (i) Purchaser may (or may cause the Surviving Corporation to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to at its election, assume the provision by defense of such Company Indemnified Party of an undertaking to reimburse the amounts so advanced matter; provided, that in the event that Purchaser or the Surviving Corporation fails to assume such defense or, under applicable standards of professional conduct, a final non-appealable determination conflict of interest on any significant issue exists between Purchaser or the Surviving Corporation, on the one hand, and any of the D&O Indemnified Parties on the other hand, the D&O Indemnified Parties may retain counsel satisfactory to them, and Purchaser or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the D&O Indemnified Parties promptly as statements therefor are received and (ii) Purchaser shall, and shall cause the Surviving Corporation to, use its best efforts to assist in the vigorous defense of any such matter; provided, that neither Purchaser nor the Surviving Corporation, as the case may be, shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). After the Closing Date, Purchaser shall guarantee the performance by a court the Surviving Corporation of competent jurisdiction that such Company Indemnified Party is not entitled theretoits obligations under this Section 5.6(a).

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, the fact that such person is or was a director or officer of the Company or any of its SubsidiariesCompany, and to the extent that any such Claim pertains to any matter or fact arising out of any act or omission prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule SCHEDULE 5.7, or otherwise as permitted by contracts identified on Schedule SCHEDULE 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit, notwithstanding any modification or termination of any such law, Certificate of Incorporation, By-laws or contracts after the date of this Agreement. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director officer, director, employee and agent (the "Company “Indemnified Party"”) of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's ’s fees and expenses), judgments, fines, losses, and amounts paid in settlement, any such settlement to be with the approval of the indemnifying party (which approval shall not be unreasonably withheld), and fines in connection with any actual or threatened action, suit, claim, proceeding or investigation whether civil, criminal, administrative, or investigative, (each a "“Claim"”) to the extent that any such Claim is based on, or arises out of, or pertains to (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its SubsidiariesSubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law the DGCL or the Company's Articles ’s certificate of Incorporationincorporation, Byby-laws or other indemnification agreements in effect at as of the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Any Indemnified Party becomes involved in wishing to claim indemnification under this Section 4.6, upon learning of any capacity in any Claimsuch claim, then from and after consummation of the Offer Parent shallaction, suit, proceeding or investigation, shall cause the Company (notify Parent, Merger Sub or the Surviving Corporation if after (but the Effective Timefailure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 4.6, except to the extent such failure materially prejudices such party), and shall deliver to Merger Sub and the Surviving Corporation the undertaking contemplated by Section 145(e) toof the DGCL. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, periodically advance to such Company under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. In the event any Indemnified Party brings any action against Parent or the Surviving Corporation to enforce rights or to collect monies due under this Section 4.6, the prevailing party in such action shall be entitled to recover its legal costs, including reasonable attorneys’ fees and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled theretocosts.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, or the Surviving Corporation if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director officer, director, employee and agent (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any Subsidiaries or is or was serving at the request of the Company or any of its SubsidiariesSubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable New Hampshire law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-non- appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after the Effective Time, the Parent and Surviving Corporation) toCorpora tion shall, jointly and severally, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer officer, director, employee or director agent (the "Company Indemnified Party") of the Company and or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any Subsid iaries or is or was serving at the request of the Company or any of its SubsidiariesSubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, and, in each case, to the full extent permitted under applicable Delaware law or the Company's Articles Certificate of Incorporation, By-laws or indemnification agreements indemnifi cation agreements, if any, in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement ad vancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of at or prior to the Offer Parent shall, or shall cause the Company (or Effective Time the Surviving Corporation if after the Effective Time) toshall, periodically from time to time, promptly upon any request therefor, advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled theretoto indemnification.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after After the Effective Time, Parent will cause the Surviving Corporation) to, indemnify, defend Corporation to indemnify and hold harmless any each person who is now, or has been at any time prior to the date hereof, hereof or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and or any of its Subsidiaries (the “Indemnified Persons”) against (i) all losses, claims, damages, liabilitiescosts, costs and expenses (including attorney's without limitation counsel fees and expenses), judgmentssettlement, fines, losses, and amounts paid in settlement payments or liabilities arising out of or in connection with any actual or threatened actionclaim, demand, action suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based in whole or in part on, or arises arising in whole or in part out of, the fact that such person is or was a an officer or director or officer of the Company or any of its Subsidiaries, and to the extent that any such Claim pertains whether or not pertaining to any matter existing or fact arising out of any act occurring at or omission prior to or at the Effective Time, regardless of Time and whether such Claim is or not asserted or claimed prior to, to or at or after the Effective TimeTime (the “Indemnified Liabilities”) and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the full fullest extent required or permitted under applicable law (including with respect to the advancement of expenses). Each Indemnified Person is intended to be a third party beneficiary of this Section 5.8 and may specifically enforce its terms. This Section 5.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Articles ’s Certificate of Incorporation, Incorporation or By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled theretoLaws.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferEffective Time, Parent shall, Acquiror shall and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer officer, director, employee or director agent (the "Company Indemnified Party") of the Company and its Subsidiaries and/or the Merger Sub against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, : (i) the fact that such person is or was was, or took or failed to take any action as, a director director, officer, employee or officer agent of the Company or the Merger Sub or is or was serving at the request of the Company or the Merger Sub as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (ii) this Agreement, or any of its Subsidiariesthe transactions contemplated hereby, and in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable Delaware Law, Florida law or the Acquiror's or the Company's Articles of IncorporationArticles, By-laws bylaws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then then, from and after consummation of the Offer Parent shallEffective Time, or Acquiror shall and shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after After the Effective Time, Parent will cause the Surviving Corporation) to, indemnify, defend Corporation to indemnify and hold harmless any each person who is now, or has been at any time prior to the date hereof, hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of its Subsidiaries (the "Company Indemnified PartyPersons") of the Company and its Subsidiaries against (i) all losses, claims, damages, liabilitiescosts, costs and expenses (including attorney's without limitation counsel fees and expenses), judgmentssettlement, fines, losses, and amounts paid in settlement payments or liabilities arising out of or in connection with any actual or threatened actionclaim, demand, action suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based in whole or in part on, or arises arising in whole or in part out of, the fact that such person is or was a an officer or director or officer of the Company or any of its Subsidiaries, and to the extent that any such Claim pertains whether or not pertaining to any matter existing or fact arising out of any act occurring at or omission prior to or at the Effective Time, regardless of Time and whether such Claim is or not asserted or claimed prior to, to or at or after the Effective TimeTime (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the full fullest extent required or permitted under applicable law (including with respect to the advancement of expenses). Each Indemnified Person is intended to be a third party beneficiary of this SECTION 5.8 and may specifically enforce its terms. This SECTION 5.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Articles Certificate of Incorporation, Incorporation or By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled theretoLaws.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after the Effective Time, Purchaser and the Surviving Corporation (or any successor to the Surviving Corporation) to, shall jointly and severally indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director officer, director, employee and agent (the "Company Indemnified Party") of the Company and its Subsidiaries subsidiaries against all losses, claims, damages, liabilities, costs costs, fees and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement incurred in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any of its Subsidiariessubsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full fullest extent permitted under applicable law or Delaware law, the Company's Articles Restated Certificate of Incorporation, Incorporation or Amended and Restated By-laws or any applicable indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled theretohereof.

Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the OfferMerger, Parent the parties shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement settlement, with the written approval of the Surviving Corporation (which approval shall not be unreasonably withheld), in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director director, officer, employee or officer agent of the Company or any subsidiaries or is or was serving at the request of the Company or any of its Subsidiariessubsidiaries as a director, and officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising out of any act arising, existing, or omission occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable Delaware law or the Company's Articles Certificate of Incorporation, By-laws Bylaws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shallMerger, or the parties shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.,

Directors’ and Officers’ Insurance and Indemnification. (a) From and after In the consummation event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, addition, suit, proceeding or investigation by or in the right of the OfferCompany or any of its Subsidiaries, Parent shall, and shall cause in which any of the present or former officers or directors (the "Indemnified Parties") of the Company (or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless or ------------------- any person who is nowof its Subsidiaries is, or has been at any time prior is threatened to be, made a party by reason of the date hereoffact that he or she is or was, or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, the fact that such person is or was a director or officer of the Company or any of its Subsidiariessubsidiaries or is or was, and to the extent that any such Claim pertains to any matter or fact arising out of any act or omission prior to or at the Effective Time, regardless serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company or any of its Subsidiaries, whether such Claim is asserted or claimed prior to, at claim arises before or after the Effective Time, the Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation, jointly and severally, shall indemnify and hold harmless, as and to the full extent permitted under by applicable law law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such claim, action, suit proceeding or investigation. In the event of any such claim, action, suit proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them (which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation), and the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received and (ii) tothe Company and the Surviving Corporation will use their respective reasonable efforts to assist in the vigorous defense of any such matter; provided, periodically advance that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Surviving Corporation shall have no obligation hereunder to such Company any Indemnified Party its legal when and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Company Indemnified Party in the manner contemplated hereby is not entitled theretoprohibited by applicable law. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict of interest on any significant issue between the positions of any two or more Indemnified Parties, or any similar impediment to the joint representation of multiple Indemnified Parties by a single law firm.