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

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless the individuals who served as officers or directors of the Company and the Company Subsidiaries at any time at or prior to the Effective Time (the “Covered Persons”) as provided by the terms of the Company Governing Documents in effect on the date hereof and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (true, complete and correct copies of which previously have been provided to the Purchaser) against any liabilities and expenses (including counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts paid in settlement by, any Covered Person) actually and reasonably incurred by such Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent permissible under applicable provisions of the CGCL and/or the DGCL; provided, that the Surviving Corporation’s obligation to pay any amount in settlement shall be conditioned upon such settlement being effected with the written consent of the Surviving Corporation, which consent shall not be unreasonably withheld; provided, further, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless the individuals who served as officers or directors each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of the Company counsel and the Company Subsidiaries at any time at or prior to the Effective Time (the “Covered Persons”) as provided by the terms of the Company Governing Documents in effect on the date hereof and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (truejudgments, complete and correct copies of which previously have been provided to the Purchaser) against any fines, losses, claims, liabilities and expenses (including counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts paid in settlement by(provided, that any Covered Personsuch settlement is effected with the written consent of the Parent or the Surviving Corporation) actually and reasonably incurred by such Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent permissible required under applicable provisions Delaware law, the terms of the CGCL and/or Company's certificate of incorporation, bylaws or indemnity agreements in the DGCLform filed as exhibits to Company SEC Documents, each as in effect at the date hereof; provided, that the Surviving Corporation’s obligation to pay any amount in settlement shall be conditioned upon such settlement being effected with the written consent of the Surviving Corporation, which consent shall not be unreasonably withheld; provided, further, that in the event if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years following the Effective Time, the Surviving Corporation (and its successors) shall establish and maintain from and after the Effective Time provisions in its certificate of incorporation and bylaws concerning the indemnification and exoneration of the Company's former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of incorporation and bylaws of the Company as in effect as of the date hereof.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless to the individuals who served as fullest extent permitted by Law the present and former officers or and directors of the Company and the Company its Subsidiaries at any time at or prior to the Effective Time (the “Covered Persons”) as provided by the terms against all losses, claims, damages and liabilities in respect of the Company Governing Documents in effect on the date hereof and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (true, complete and correct copies of which previously have been provided to the Purchaser) against any liabilities and expenses (including counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts paid in settlement by, any Covered Person) actually and reasonably incurred by such Covered Persons arising out of or relating to actions acts or omissions occurring at or prior to the Effective Time Time. Parent shall cause the Surviving Corporation (and its successors) to establish and maintain provisions in its certificate of incorporation and bylaws (or other comparable organizational documents) concerning the full extent permissible under applicable indemnification and exoneration of the Company's former and present officers, directors, employees and agents that are no less favorable to those persons than the provisions of the CGCL and/or the DGCL; providedCompany's certificate of incorporation and bylaws. Parent shall, that and shall cause the Surviving Corporation’s obligation Corporation to, fulfill and honor in all respects all rights to pay any amount indemnification, advancement of litigation expenses and limitation of personal liability existing in settlement shall be conditioned upon such settlement being effected with the written consent favor of the directors, officers and employees of the Company and its Subsidiaries under the provisions existing on the date of this Agreement in any indemnification agreements between the Company and such individuals and all such provisions shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement), survive the Effective Time, and, as of the Effective Time, Parent and the Surviving Corporation, which consent Corporation shall not be unreasonably withheld; provided, further, that assume all obligations of the Company in the event respect thereof as to any claim or claims are asserted prior to or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimsafter the Effective Time.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless the individuals who served as past and present officers or and directors of the Company and the Company Subsidiaries at any time at or prior to the Effective Time (the “"Covered Persons”") as provided by in the terms of the Company Governing Documents in effect on the date hereof Certificate or Company Bylaws and under any agreements (the “"Indemnification Agreements”") as in effect on the date hereof (true, complete true and correct copies of which previously have been previously provided to the PurchaserParent) against any liabilities and expenses (including counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts paid in settlement by, any Covered Person) actually and reasonably incurred by such Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent permissible under applicable provisions of the CGCL and/or the DGCL; provided, that the Surviving Corporation’s 's obligation to pay any amount in settlement shall be conditioned upon such settlement being effected with the written consent of the Surviving CorporationParent, which consent shall not unreasonably be unreasonably withheld), arising out of or in connection with actions or omissions occurring at or prior to the Effective Time, whether or not asserted prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the Transactions and the consummation of the Transactions); provided, furtherhowever, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification (including advancement of expenses) in respect of any such claim or claims shall continue until disposition of any and all such claims.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless the individuals who served as officers or directors each Indemnified Party against all losses, claims, damages, liabilities, costs, fees and expenses, including reasonable fees and disbursements of the Company counsel and the Company Subsidiaries at any time at or prior to the Effective Time (the “Covered Persons”) as provided by the terms of the Company Governing Documents in effect on the date hereof and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (truejudgments, complete and correct copies of which previously have been provided to the Purchaser) against any fines, losses, claims, liabilities and expenses (including counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts paid in settlement by(provided, that any Covered Personsuch settlement is effected with the written consent of Parent or the Surviving Corporation) actually and reasonably incurred by such Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent permissible required under applicable provisions Delaware law, the terms of the CGCL and/or Company's certificate of incorporation, bylaws or indemnity agreements in the DGCLform filed as exhibits to Company SEC Documents, each as in effect at the date hereof, and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification); provided, that the Surviving Corporation’s obligation to pay any amount in settlement shall be conditioned upon such settlement being effected with the written consent of the Surviving Corporation, which consent shall not be unreasonably withheld; provided, further, that in the event if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) five years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless the individuals who served as present and former officers or and directors of the Company and the Company Subsidiaries at any time at or prior to its Subsidiaries, determined as of the Effective Time (the “Covered Persons”) as provided by the terms of the Company Governing Documents in effect on the date hereof and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (true, complete and correct copies of which previously have been provided to the Purchasereach an "Indemnified Party") against any liabilities all losses, claims, damages, liabilities, costs, fees and expenses (including counsel reasonable fees and disbursements, disbursements of counsel and amounts of judgments, fines or penalties againstfines, or losses, claims, liabilities and amounts paid in settlement by, (provided that any Covered Personsuch settlement is effected only upon receipt of the written consent of the Parent or the Surviving Corporation which consent shall not unreasonably be withheld)) actually and reasonably incurred by such Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent permissible required under applicable provisions Delaware law, the terms of the CGCL and/or Certificate of Incorporation or the DGCL; providedBy-Laws, that as in effect at the Surviving Corporation’s obligation to pay date hereof, and the terms of any amount in settlement shall be conditioned upon such settlement being effected indemnification agreement entered into with the written consent Company prior to the date hereof and disclosed in Schedule 5.10 of the Surviving CorporationCompany Disclosure Schedule; provided that, which consent shall not be unreasonably withheld; provided, further, that in the event any claim or claims are asserted or made within such sixfive-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.

Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless the individuals who served as past and present officers or and directors of the Company and the Company Subsidiaries at any time at or prior to the Effective Time (the “Covered Persons”) as provided by in the terms of the Company Governing Documents in effect on the date hereof Certificate or Company Bylaws and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (true, complete true and correct copies of which previously have been previously provided to the PurchaserParent) against any liabilities and expenses (including counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts paid in settlement by, any Covered Person) actually and reasonably incurred by such Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent permissible under applicable provisions of the CGCL and/or the DGCL; provided, that the Surviving Corporation’s obligation to pay any amount in settlement shall be conditioned upon such settlement being effected with the written consent of the Surviving CorporationParent, which consent shall not unreasonably be unreasonably withheld), arising out of or in connection with actions or omissions occurring at or prior to the Effective Time, whether or not asserted prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the Transactions and the consummation of the Transactions); provided, furtherhowever, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification (including advancement of expenses) in respect of any such claim or claims shall continue until disposition of any and all such claims.