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

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the Merger, the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of Company (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation to the extent based on or arising out of the fact that such person is or was a director or officer of Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Company pursuant to Company’s Certificate of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporation.

Indemnification and Directors’ and Officers’ Insurance. (a) From At and after the Effective Time of the MergerTime, the Surviving Corporation shall, shall indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted by under applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to), each person Person who is now, now or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of the Company (the “Indemnified PartiesPersons”) against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities or judgments or amounts that are paid in settlement arising out of or in connection with any claim, demand, action, suit, proceeding or investigation to the extent based in whole or in part on or arising in whole or in part out of the fact that such person Person is or was a an officer or director or officer of the Company, and whether or not pertaining to any matter existing or occurring, or any acts or omissions occurring, occurring at or prior to the Effective Time of the Merger, and whether or not asserted or claimed prior to, to or at or after, after the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“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 same fullest extent such persons are indemnified required or have permitted under applicable law, the right to advancement of expenses as of the date of this Agreement by Company pursuant to Company’s Certificate articles of Incorporation, Bylaws incorporation and indemnification agreements, if any, bylaws as in existence on the date hereof with any directors or officers of Company, but only effect immediately prior to the extent such agreements are listed Effective Time and any applicable indemnification agreement referred to in Section 7.4(a) of 5.4(b). Nothing contained herein shall make Parent, Merger Sub, the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.4 relieve the obligations of any insurer with respect thereto. This Section 5.4 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 of incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time Closing, Acquiror shall, and (in the case of the Merger, Company Indemnitees) cause the Surviving Corporation shallEntity to, to the fullest extent permitted by applicable law, indemnify, defend indemnify and hold harmlessharmless each present and former director, officer and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of (i) the Company and each of its Subsidiaries (the “Indemnified PartiesCompany Indemnitees”); and (ii) the Acquiror Parties (the “Acquiror Indemnitees” and, together with the Company Indemnitees, the “D&O Indemnitees”) against all lossesany costs or expenses (including reasonable attorneys’ fees), judgments, fines, claims, damages, costs, expenses, liabilities damages or judgments or amounts that are paid in settlement of or losses incurred in connection with any claim, actionAction or threatened Action, suitwhether civil, proceeding criminal, administrative, investigative or investigation to the extent based on or otherwise, arising out of the fact that such person is or was a director or officer of Company, and pertaining to any matter matters existing or occurring, or any acts or omissions occurring, occurring at or prior to the First Effective Time of the MergerTime, whether asserted or claimed prior to, or at or afterafter the First Effective Time, to the Effective Time of the Merger fullest extent permitted under applicable Law (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the same extent such persons are indemnified or have the right to advancement advancing of expenses as incurred to the fullest extent permitted under applicable Law). On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be effective following the date Closing. Acquiror agrees that it shall, and shall cause each of this Agreement its Subsidiaries to, honor and perform under all indemnification agreements entered into by Acquiror, the Company pursuant to Company’s Certificate or any of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof its subsidiaries with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving CorporationD&O Indemnitee.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the Merger, the Surviving Corporation Parent shall, to the fullest extent permitted by applicable lawLaw, indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of Company or any of its Subsidiaries and any such person presently or formerly serving at the request of Company or any of its Subsidiaries as a director, officer, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or under or with respect to any employee benefit plan (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities liabilities, penalties, or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation to the extent whether civil, criminal, or administrative, based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, and or pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) (x) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Company pursuant to Company’s Certificate Articles of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof (all such agreements being listed in the Company Disclosure Letter) with any directors or officers of CompanyCompany and its Subsidiaries and (y) without limitation of, but only and in addition to clause (x), to the fullest extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations permitted by the Surviving CorporationLaw.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Term and after the Effective Time of the Mergerthereafter, the Surviving Corporation shall, Company and its affiliates shall each indemnify Executive to the fullest extent permitted by under the Company’s or any affiliate’s organizational and governing documents, or if greater, pursuant to applicable lawlaw from and against any expenses (including but not limited to attorneys’ fees, indemnify, defend expenses of investigation and hold harmlesspreparation and fees and disbursements of Executive’s accountants or other experts, and provide advancement of expenses toincurred to enforced this Section 9(m)), each person who is nowjudgments, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Mergerfines, an officer or director or employee of Company (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or penalties and amounts that are paid in settlement of or actually and reasonably incurred by Executive in connection with any claimproceeding in which Executive was or is made party, actionwas or is involved (for example, suitas a witness) or is threatened to be made a party to, proceeding or investigation to the extent based on or arising out in any case, by reason of the fact that such person Executive was or is employed by the Company or any of its affiliates or was performing services for the Company or any of its affiliates. Such indemnification shall continue as to Executive during the Employment Term and for at least six years from the date Executive’s employment terminates and in all events until the expiration of the applicable statute of limitations with respect to acts or omissions which occurred prior to his cessation of employment with the Company and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company and its affiliates each agree to maintain directors’ and officers’ liability insurance policies covering Executive on a basis no less favorable than provided to any director or officer of the Company, and pertaining which coverage shall continue as to any matter existing Executive even if he has ceased to be a director, member, employee or occurring, agent of the Company or any affiliate with respect to acts or omissions occurring, at or which occurred prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of such cessation. The insurance contemplated under this Agreement and the consummation of the transactions contemplated herebySection 9(m) (“Indemnified Liabilities”) shall inure to the same extent such persons are indemnified or have the right to advancement benefit of expenses as of the date of this Agreement by Company pursuant to CompanyExecutive’s Certificate of Incorporationheirs, Bylaws executors and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporationadministrators.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the MergerTime, the Surviving Corporation shallEntity shall indemnify, defend and hold harmless (and shall advance expenses as incurred to the fullest extent permitted under Applicable Law), to the extent not covered by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses toinsurance, each person who is now, now or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of Company the Seller (the “"Indemnified Parties”Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement payments or liabilities or judgments or amounts that are paid in settlement arising out of or in connection with any claim, demand, action, suit, proceeding or investigation to the extent based in whole or in part on or arising in whole or in part out of the fact that such person is or was a an officer or director of the Seller, whether or officer of Company, and not pertaining to any matter existing or occurring, or any acts or omissions occurring, occurring at or prior to the Effective Time of the Merger, and whether or not asserted or claimed prior to, to or at or after, after the Effective Time ("Indemnified Liabilities"); and (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of the Merger (including matters, acts or omissions occurring in connection with the approval of pertaining to this Agreement and the consummation of or the transactions contemplated hereby) (“Indemnified Liabilities”) , in each case to the same extent as such persons Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or have the right Surviving Entity an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the obligations of any insurer in respect thereto. Each Indemnified Person is intended to advancement of expenses as of the date be a third party beneficiary of this Agreement by Company pursuant to Company’s Section 5.7 and may specifically enforce its terms. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller or under the Seller's Certificate of Incorporation, Bylaws and indemnification agreements, if any, Incorporation or bylaws as presently in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporationeffect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the Merger, the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of Company or any of its Subsidiaries (the “"Indemnified Parties”") against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation to the extent based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“"Indemnified Liabilities”") to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Company pursuant to Company’s 's Certificate of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporationits Subsidiaries.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the MergerTime, Parent and the Surviving Corporation shall, to the fullest extent permitted by applicable law, shall jointly and severally indemnify, defend and hold harmless, harmless present or former directors and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee officers of Company or any of its subsidiaries (collectively the “"Indemnified Parties”") against all losses, expenses, claims, damages, costs, expenses, damages or liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation to the extent based on or arising out of the fact that such person is or was a director or officer of Company, and pertaining to any matter existing or occurring, or any acts actions or omissions occurring, at occurring on or prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”by this Agreement) to the same extent such persons are indemnified or have as provided by and subject to the right conditions of any applicable law and the applicable certificates of incorporation and bylaws COA, as if the Indemnified Parties were officers and directors of COA, (and shall also, subject to advancement of Section 5.7(b), advance expenses as of the date of this Agreement by Company pursuant to Company’s Certificate of Incorporation, Bylaws may be allowed thereunder and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only subject to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (terms thereof, and provided that any the Person to whom expenses are advanced shall have provided an provides a written undertaking satisfactory to COA to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person person is not entitled to indemnification); provided, however, that any such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of COA or its subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that COA, Parent or Surviving Corporation shall, subject to Section 5.7(b), advance expenses on a current basis as provided in this Section 5.7(a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, if the Indemnified Party has provided said undertaking, and in which case COA, Parent or Surviving Corporation, as the case may be, shall guarantee performance be entitled to repayment of such obligations by advances from the proceeds of such insurance coverage. COA's, Parent's and Surviving Corporation's obligation herein to fulfill and honor the Company's indemnification obligation, and the Company's aggregate obligation to indemnify and hold harmless persons for all matters to which such persons may be entitled to be indemnified or held harmless under this Section 5.7(a), shall in no event exceed the Company's net worth as of June 30, 2000. Parent or Surviving Corporation shall maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by Company or its subsidiaries with respect to matters occurring prior to the Effective Time to the extent such insurance is available at a premium of not more than 3.0 times the premium immediately prior to the Effective Time; provided, however, that (i) COA, Parent or Surviving Corporation may substitute therefor policies, or at COA's election may cause coverage to be provided under any policy maintained for the benefit of COA, for at least the same face amount of coverage, with an insurance company or companies, the claims paying ability of which is substantially equivalent to the claims paying ability of the insurance company or companies providing such insurance coverage for directors and officers of Parent, and (ii) neither COA, Parent nor Surviving Corporation shall be required to provide insurance in excess of that presently provided under Company's current policies of directors' and officers' insurance. Nothing in this paragraph shall supersede the fiduciary obligations to COA, Parent or Surviving Corporation, or their respective shareholders, of the Boards of Directors of such companies.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the Merger, the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of Company or any of its Subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation to the extent based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Company pursuant to Company’s Certificate of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporationits Subsidiaries.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the Merger, the Surviving Corporation shall, to the fullest extent permitted by applicable lawLaw, indemnify, defend indemnify and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Merger, an officer or director or employee of Company (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation to the extent based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Company pursuant to Company’s Certificate Articles of Incorporation, Bylaws bylaws and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporation.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time of the MergerTime, the Surviving Corporation Parent shall, to the fullest extent permitted by applicable lawLaw, indemnify, defend and hold harmless, and provide advancement of expenses to, each person Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the MergerTime, an officer or director of the Company or any of the Company Subsidiaries and any such Person presently or formerly serving at the request of the Company or any of the Company Subsidiaries as a director, officer, employee, agent, trustee or fiduciary of another Person, or under or with respect to any employee of Company benefit plan (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities liabilities, penalties, or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation to the extent whether civil, criminal, or administrative, based in whole or in part on or arising in whole or in part out of the fact that such person Person is or was a director or officer of the Company or any Subsidiary of the Company, and or pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time of the MergerTime, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) (x) to the same extent such persons Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company’s Certificate Articles of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof (all such agreements being listed in the Company Disclosure Letter) with any directors or officers of Companythe Company and the Company Subsidiaries and (y) without limitation of, but only and in addition to clause (x), to the fullest extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations permitted by the Surviving CorporationLaw.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Term and after the Effective Time of the Mergerthereafter, the Surviving Corporation shall, Company and its affiliates shall each indemnify Executive to the fullest extent permitted by under the Company’s or any affiliate’s organizational and governing documents, or if greater, pursuant to applicable lawlaw from and against any expenses (including but not limited to attorneys’ fees, indemnify, defend expenses of investigation and hold harmlesspreparation and fees and disbursements of Executive’s accountants or other experts, and provide advancement of expenses toincurred to enforced this Section 9(m)), each person who is nowjudgments, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Mergerfines, an officer or director or employee of Company (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or penalties and amounts that are paid in settlement of or actually and reasonably incurred by Executive in connection with any claimproceeding in which Executive was or is made party, actionwas or is involved (for example, suitas a witness) or is threatened to be made a party to, proceeding or investigation to the extent based on or arising out in any case, by reason of the fact that such person Executive was or is employed by the Company or any of its affiliates or was performing services for the Company or any of its affiliates. Such indemnification shall continue as to Executive during the Employment Term and for at least six years from the date Executive’s employment terminates and in all events until the expiration of the applicable statute of limitations with respect to acts or omissions which occurred prior to his cessation of employment with the Company and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company each agree to maintain directors’ and officers’ liability insurance policies covering Executive on a basis no less favorable than provided to any director or officer of the Company, and pertaining which coverage shall continue as to any matter existing Executive even if he has ceased to be a director, member, employee or occurring, agent of the Company or any affiliate with respect to acts or omissions occurring, at or which occurred prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of such cessation. The insurance contemplated under this Agreement and the consummation of the transactions contemplated herebySection 9(m) (“Indemnified Liabilities”) shall inure to the same extent such persons are indemnified or have the right to advancement benefit of expenses as of the date of this Agreement by Company pursuant to CompanyExecutive’s Certificate of Incorporationheirs, Bylaws executors and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporationadministrators.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Term and after the Effective Time of the Mergerthereafter, the Surviving Corporation shall, Company and its affiliates shall each indemnify Executive to the fullest extent permitted by under the Company’s or any affiliate’s organizational and governing documents, or if greater, pursuant to applicable lawlaw from and against any expenses (including but not limited to attorneys’ fees, indemnify, defend expenses of investigation and hold harmlesspreparation and fees and disbursements of Executive’s accountants or other experts, and provide advancement of expenses toincurred to enforced this Section 9(m)), each person who is nowjudgments, or has been at any time prior to the date hereof or who becomes prior to the Effective Time of the Mergerfines, an officer or director or employee of Company (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or penalties and amounts that are paid in settlement of or actually and reasonably incurred by Executive in connection with any claimproceeding in which Executive was or is made party, actionwas or is involved (for example, suitas a witness) or is threatened to be made a party to, proceeding or investigation to the extent based on or arising out in any case, by reason of the fact that such person Executive was or is employed by the Company or any of its affiliates or was performing services for the Company or any of its affiliates. Such indemnification shall continue as to Executive during the Employment Term and for at least six years from the date Executive’s employment terminates and in all events until the expiration of the applicable statute of limitations with respect to acts or omissions which occurred prior to her cessation of employment with the Company and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company and its affiliates each agree to maintain directors’ and officers’ liability insurance policies covering Executive on a basis no less favorable than provided to any director or officer of the Company, and pertaining which coverage shall continue as to any matter existing Executive even if she has ceased to be a director, member, employee or occurring, agent of the Company or any affiliate with respect to acts or omissions occurring, at or which occurred prior to the Effective Time of the Merger, whether asserted or claimed prior to, or at or after, the Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of such cessation. The insurance contemplated under this Agreement and the consummation of the transactions contemplated herebySection 9(m) (“Indemnified Liabilities”) shall inure to the same extent such persons are indemnified or have the right to advancement benefit of expenses as of the date of this Agreement by Company pursuant to CompanyExecutive’s Certificate of Incorporationheirs, Bylaws executors and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person is not entitled to indemnification), and Parent shall guarantee performance of such obligations by the Surviving Corporationadministrators.