Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or shall Compuware will fulfill and honor and will cause the Surviving Corporation toto fulfill and honor in all respects the obligations of Viasoft pursuant to any indemnification agreements between Viasoft and any of its subsidiaries and their respective directors and officers (each, an "Indemnified Party") existing prior to the date hereof; provided that Compuware and the Surviving Corporation will have no obligation to indemnify an Indemnified Party thereunder in respect of claims, liabilities or damages arising out of a breach of a representation or covenant made by Viasoft in this Agreement knowingly and hold harmless each present (as of willfully caused by such Indemnified Party. From and after the Effective Time) , such obligations will be the joint and former officer or director several obligations of Compuware and the Company Surviving Corporation and, by executing this Agreement, Compuware hereby assumes such obligations. Compuware will cause to be maintained for a period of not less than two years after the Effective Time Viasoft's current directors' and its Subsidiaries (officers' insurance and indemnification policy to the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact extent that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or it provides coverage for events occurring at or prior to the Effective Time (including the "D&O Insurance") for all persons who are directors and officers of Viasoft on the date of this Agreement Agreement, so long as the annual premium therefor would not be in excess of 150% of the amount per annum Viasoft paid in its last full fiscal year, which amount has been disclosed to Compuware. If the existing D&O Insurance cannot be maintained, expires or is terminated or cancelled during such two-year period, Compuware will use all reasonable efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of 150% of the amount per annum Viasoft paid in its last full fiscal year, which amount has been disclosed to Compuware, on terms and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, conditions substantially similar to the fullest extent permitted under applicable Law existing D&O Insurance. The certificate of incorporation and the Company Charter and Company Bylaws as at the date hereof. In the event bylaws of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation will contain the same provisions with respect to indemnification and elimination of liability for monetary damages as are set forth in the fullest extent permitted under applicable Law certificate of incorporation and bylaws of Viasoft, which provisions will not be amended, repealed or otherwise modified from the Company Charter and Company Bylaws Effective Time in any manner that would adversely affect the rights thereunder of individuals who, as at of the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately time after the date hereof and prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationwere directors, (B) neither Parent nor the Surviving Corporation shall settleofficers, compromise employees or consent to the entry agents of any judgment in any proceeding Viasoft or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder)its subsidiaries, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing modification is required by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Partieslaw.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement Prior to the Offer Closing, the Company shall use its reasonable best efforts to purchase a “tail” or Plan, from “runoff” officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time through covering each such person currently covered by the sixth anniversary Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (6) year period following the Closing and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on which Section 7.06(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time occursin accordance with this Section 7.06(a), Parent the Surviving Corporation shall, or and Parent shall cause the Surviving Corporation to, indemnify maintain such policies in full force and hold harmless each present (as of effect for their full term, and continue to honor the Effective Time) and former officer or director of obligations thereunder. If the Company and its Subsidiaries (the fails to purchase such “Indemnified Parties”)tail” or “runoff” policy prior to Closing, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to then either (i) the fact that the Indemnified Party is Parent may purchase such “tail” or was an officer or director “runoff” policy on behalf of the Company or any of its Subsidiaries, the Surviving Corporation or (ii) matters existing the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or occurring at or ommisions occuring prior to the Effective Time (including covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or for a period of six (6) years after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; providedprovided further, that any Person to whom expenses are advanced provides an unsecured undertakingin satisfying its obligation under this Section 7.06(a)(ii), if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settlebe obligated to pay annual premiums in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, compromise then Parent or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate cause to be maintained policies of insurance that, in the defense of any such matter. Parent and or the Surviving Corporation shall be jointly and severally liable for Corporation’s good faith judgment, provide the obligation maximum coverage available at an annual premium equal to provide indemnification to 300% of the Indemnified PartiesCurrent Premium.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional All rights that any employee may have under any agreement to indemnification and exculpation from liability for acts or Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (including this Agreement and the transactions and actions contemplated herebysuch persons, "Indemnified Persons"), whether asserted as provided in their respective articles of incorporation or claimed prior toby-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, at repealed or after otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, to the fullest extent permitted under applicable Law and run-off policy (including any excess limits coverage purchased in connection therewith) that the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately contemplates purchasing prior to the Effective TimeTime under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to repay the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such advances if it sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is ultimately determined that unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such Person is not entitled to indemnificationsix-year period, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent cause to be obtained as much directors' and officers' insurance covering the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could Indemnified Persons as can be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release obtained for the remainder of such Indemnified Party from all liability arising out period for an aggregate premium not in excess of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified PartiesMaximum Premium.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from For six (6) years after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or shall cause the Surviving Corporation to, indemnify maintain directors’ and hold harmless each present officers’ liability insurance (as “D&O Insurance”) in respect of the Effective Time) and former officer acts or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or omissions occurring at or prior to the Effective Time (including this Agreement covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at amount no less favorable than those of such policy in effect on the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, however, that any Person to whom expenses are advanced provides an unsecured undertakingin satisfying its obligation under this Section 6.9(a), if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settlebe obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) then the Surviving Corporation shall cooperate cause to be maintained policies of insurance that, in the defense Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of any the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such matter. Parent Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, if the premium for such six-year “tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be jointly and severally liable for maintained a “tail” or “runoff” D&O Insurance that, in the obligation Surviving Corporation’s good faith judgment, provide the maximum coverage available at a premium equal to provide indemnification 300% of the Annual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Indemnified PartiesEffective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or and shall cause the Surviving Corporation and the Company Subsidiaries to, indemnify maintain in effect indemnification, exculpation and hold harmless each present (as advancement of expenses provisions no less favorable than those of the Effective Time) Company’s and former officer any Company Subsidiary’s certificate of incorporation and bylaws or director similar organization documents in effect immediately prior to the date hereof and honor and fulfill in all respects the obligations of the Company and its the Company Subsidiaries (the “Indemnified Parties”)under such indemnification, against all claims, losses, liabilities, damages, judgments, inquiries, fines exculpation and reasonable fees, costs advancement of expenses provisions and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with under any Action, whether civil, criminal, administrative other indemnity agreement or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director obligation of the Company or any Company Subsidiary with the current or former directors, officers, employees or agents of its Subsidiaries, the Company and the Company Subsidiaries (the “Covered Persons”) for acts or (ii) matters existing or omissions by such Covered Persons occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by that such obligations of the NRSCompany exist on the date of this Agreement, whether pursuant to the Company Charter, the Company BylawsBylaws or individual indemnity or other agreements to which such Covered Persons are a party, and such obligations shall survive the Merger and shall continue in full force and effect for a period of six (6) years following the Closing. During such six-year period, Parent shall, and shall cause the Surviving Corporation and the Company Subsidiaries, not to amend, repeal or otherwise modify any such provisions or agreements in any manner that would adversely affect the rights thereunder of any Covered Person; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any indemnification agreement in effect immediately prior to claim made within such period shall continue until the Effective Time, disposition of such Action upon receipt of an undertaking by or on behalf of such Covered Person to repay such advances amount if it is shall be ultimately determined by a final non-appealable order that such Person he or she is not entitled to indemnification, (B) neither the indemnification referenced in the immediately preceding sentence. Neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Partiesany settlement effected without its written consent (which shall not be unreasonably withheld, conditioned or delayed).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement Prior to the Merger Closing, the Company shall use its reasonable best efforts to purchase a “tail” or Plan, from “runoff” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time through covering each such person currently covered by the sixth anniversary Company’s directors’ and officers’ liability insurance policy and each person who becomes covered by the Company’s directors’ and officers’ liability insurance policy prior to the consummation of the Merger on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date on of this Agreement for the six (6) year period following the Merger Closing and at a price not to exceed 250% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which the Company represents and warrants has been disclosed to Parent prior to the date of this Agreement (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time occursin accordance with this Section 7.05(a), Parent the Surviving Corporation shall, or and Parent shall cause the Surviving Corporation to, indemnify maintain such policies in full force and hold harmless each present (as of effect for their full term, and continue to honor the Effective Time) and former officer or director of obligations thereunder. If the Company and its Subsidiaries (fails to purchase such “tail” or “runoff” policy prior to the “Indemnified Parties”)Merger Closing, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to then either (i) the fact that the Indemnified Party is Parent may purchase such “tail” or was an officer or director “runoff” policy on behalf of the Company or any of its Subsidiaries, the Surviving Corporation or (ii) matters existing the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain a directors’ and officers’ liability insurance policy in respect of acts or occurring at or ommisions occuring prior to the Effective Time (including covering each such person currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or for a period of six (6) years after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; providedprovided further, that any Person to whom expenses are advanced provides an unsecured undertakingin satisfying its obligation under this Section 7.05(a)(ii), if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settlebe obligated to pay annual premiums in excess of 250% of the Current Premium and if such premiums for such insurance would at any time exceed 250% of the Current Premium, compromise then Parent or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate cause to be maintained policies of insurance that, in the defense of any such matter. Parent and or the Surviving Corporation shall be jointly and severally liable for Corporation’s good faith judgment, provide the obligation maximum coverage available at an annual premium equal to provide indemnification to 250% of the Indemnified PartiesCurrent Premium.

Indemnification, Exculpation and Insurance. (a) Without limiting Parent agrees that at all times after the Effective Time, it shall indemnify, or shall cause the Westvaco Surviving Corporation to indemnify, each person who is now, or has been at any additional rights that time prior to the date of this Agreement, a director or officer of Westvaco, any employee may have under of its subsidiaries or affiliates, or of any of its successors and assigns (individually a "WESTVACO INDEMNIFIED PARTY" and collectively the "WESTVACO INDEMNIFIED PARTIES"), to the same extent and in the same manner as is now provided in the Westvaco Certificate or its by-laws or otherwise in effect on the date hereof (pursuant to an indemnification agreement or Planotherwise), from with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Time. Parent shall, or shall cause the Westvaco Surviving Corporation to, indemnify and hold harmless each present (as of maintain in effect for not less than six years after the Effective TimeTime the current policies of directors' and officers' liability insurance maintained by Westvaco on the date hereof; PROVIDED, HOWEVER, that Parent or the Westvaco Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining respect to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement Time; and PROVIDED, FURTHER, that if the transactions aggregate annual premiums for such policies at any time during such period will exceed 150% of the per annum premium rate paid by Westvaco and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws its subsidiaries as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by for such policies, then Parent shall, or shall cause the Westvaco Surviving Corporation from the Indemnified Party to, provide only such coverage as will then be available at an annual premium equal to 150% of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertakingsuch rate (or, if and only to the extent required by the NRSgreater, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior amount paid for insurance pursuant to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunderSection 6.4(b), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties).

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Xxxxxx, Rook and Merger Sub each agrees that all rights that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary to indemnification and exculpation now existing in favor of the date on which the Effective Time occurs, Parent shall, current or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer directors or director of the Company and its Subsidiaries officers (the “Rook D&O Indemnified Parties”)) of Rook or its Subsidiaries as provided in the Rook Charter, against all claimsthe Rook Bylaws, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred the organizational documents of Rook’s Subsidiaries or in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining contract to (i) the fact that the Indemnified Party is or was an officer or director of the Company which Rook or any of its Subsidiaries, Subsidiaries is a party as in effect on the date of this Agreement for acts or (ii) matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time (including matters arising in connection with the transactions contemplated hereby), shall be assumed by the Surviving Corporation and shall continue in full force and effect following the Effective Time. From and after the Effective Time, Xxxxxx shall cause the Surviving Corporation to indemnify, defend and hold harmless, and advance expenses to Rook D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that Rook would be permitted under by applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and required by the Company Charter and Company Bylaws Rook Charter, the Rook Bylaws, the organizational documents of Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as at in effect on the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request thereforthis Agreement; provided, that any Person Rook D&O Indemnified Party to whom expenses are advanced provides an unsecured undertakingagrees to return any such funds to which a court of competent jurisdiction has determined in a final, if nonappealable judgment such Rook D&O Indemnified Party is not ultimately entitled. For a period of six (6) years from and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to after the Effective Time, Xxxxxx shall cause the organizational documents of the Surviving Corporation to repay such advances if it is ultimately determined that such Person is not entitled contain provisions with respect to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent advancement of expenses and limitation of director and officer liability that are no less favorable to the entry Rook D&O Indemnified Parties than those set forth in the Rook Charter and the Rook Bylaws as of any judgment the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release manner that would adversely affect the rights thereunder of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Rook D&O Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional The Merger Agreement provides that all rights that any employee may have under any agreement to indemnification and exculpation from liabilities for acts or Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or omissions occurring at or prior to the Effective Time existing at the date of the Merger Agreement, in favor of the then current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of incorporation or by-laws (including this Agreement and or similar organizational documents) shall be assumed by the transactions and actions contemplated hereby)surviving corporation in the Merger, whether asserted or claimed prior towithout further action, at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. In the event that the surviving corporation in the Merger or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the surviving corporation assume the obligations described in this section "Indemnification, Exculpation and Insurance". In the Merger Agreement, Xxxxxx has agreed that for not less than six years after the Effective Time, to Parent shall maintain in effect the fullest extent permitted under applicable Law Company's current directors' and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) officers' liability insurance covering each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required person currently covered by the NRS, the Company Charter, the Company Bylaws, Company's directors' and officers' liability insurance policy for acts or any indemnification agreement in effect immediately omissions occurring prior to the Effective Time, Time on terms with respect to repay such advances if it is ultimately determined coverage and amounts that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment are no less favorable in any proceeding or threatened action, suit, proceeding, investigation or claim (material respect to such directors and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release officers than those of such Indemnified Party from all liability arising out policy as in effect on the date of the Merger Agreement; PROVIDED, HOWEVER, that (i) Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such action, suit, proceeding, investigation or claim directors and does not include an admission officers than the insurance coverage otherwise required by this provision of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consentsthe Merger Agreement, and (Cii) in no event shall Parent be required to pay aggregate premiums for insurance described in this paragraph in excess of 200% of the Surviving Corporation shall cooperate amount of the aggregate premiums paid by the Company in the defense respect of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable coverage for the obligation calendar year 1999; PROVIDED FURTHER, HOWEVER, that Parent shall nevertheless be obligated to provide indemnification such coverage as may be obtained for such 200% amount. The provisions described in this paragraph are intended to be for the Indemnified Partiesbenefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional All rights that any employee may have under any agreement to indemnification and exculpation from liabilities for acts, omissions or Plan, from other matters occurring or existing at or prior to the ISR Effective Time through the sixth anniversary in favor of the date on which the Effective Time occurs, Parent shall, current or shall cause the Surviving Corporation to, indemnify former directors and hold harmless each present (as officers of the Effective Time) and former officer or director of the Company Valor and its Subsidiaries (the “D&O Indemnified Parties”)) as provided in the Valor Charter, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred the governing documents of Valor’s Subsidiaries or any indemnification agreements specifically identified in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (iSection 8.18(a) the fact that the Indemnified Party is or was an officer or director of the Company Valor Disclosure Schedule between Valor or any of its SubsidiariesSubsidiaries and any of the D&O Indemnified Parties (in each case, or (ii) matters existing or occurring at or prior to as in effect on the date hereof or, if amended between the date hereof and the ISR Effective Time (including this Agreement and pursuant to Section 7.1 of the transactions and actions contemplated hereby)Valor Disclosure Schedule, whether asserted or claimed prior to, at or after in effect as of the ISR Effective Time) shall be assumed by the ISR Surviving Company in the ISR Merger, without further action, as of the ISR Effective Time and shall survive the ISR Merger and shall continue in full force and effect to the fullest extent permitted allowable under applicable Law Law, and Holdco shall cause the ISR Surviving Company Charter and Company Bylaws as at the date hereof. In the event of any to so honor such Actionagreements, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; providedincluding, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required necessary, by providing funds to ensure compliance therewith. Without limiting the NRSforegoing, Holdco, from and after the Company Charter, ISR Effective Time until at least seven (7) years from the Company Bylaws, or any indemnification agreement in effect immediately prior to the ISR Effective Time, shall cause, unless otherwise required by applicable Law, the Articles of Association of ISR Surviving Company and the governing documents of its Subsidiaries (to repay the extent such advances if it is ultimately determined Subsidiaries exist as of the ISR Effective Time) to contain provisions no less favorable to the D&O Indemnified Parties with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Valor Charter and the governing documents of Valor’s Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that such Person is not entitled would adversely affect the rights thereunder of the D&O Indemnified Parties with respect to exculpation and limitation of liabilities or insurance and indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought unless otherwise required 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Partiesapplicable Law.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement Prior to the Closing, the Company shall use its reasonable best efforts to purchase a “tail” or Plan, from “runoff” officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time through covering each such person currently covered by the sixth anniversary Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following Effective Time and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on which Section 6.06(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time occursin accordance with this Section 6.06(a), Parent the Surviving Corporation shall, or and Parent shall cause the Surviving Corporation to, indemnify maintain such policies in full force and hold harmless each present (as of effect for their full term, and continue to honor the Effective Time) and former officer or director of obligations thereunder. If the Company and its Subsidiaries (fails to purchase such “tail” or “runoff” policy prior to the “Indemnified Parties”)Closing, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to then either (i) the fact that the Indemnified Party is Parent may purchase such “tail” or was an officer or director “runoff” policy on behalf of the Company or any of its Subsidiaries, the Surviving Corporation or (ii) matters existing the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring at or prior to the Effective Time (including covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or for a period of six years after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; providedTime; provided further, that any Person to whom expenses are advanced provides an unsecured undertakingin satisfying its obligation under this Section 6.06(a)(ii), if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settlebe obligated to pay annual premiums in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, compromise then Parent or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate cause to be maintained policies of insurance that, in the defense of any such matter. Parent and or the Surviving Corporation shall be jointly and severally liable for Corporation’s good faith judgment, provide the obligation maximum coverage available at an annual premium equal to provide indemnification to 300% of the Indemnified PartiesCurrent Premium.

Indemnification, Exculpation and Insurance. (a) Without limiting Buyer agrees that all rights to indemnification existing in favor of the current or former directors and officers of any additional rights that of the Transferred Companies as provided in the Company’s or its Subsidiaries’ certificate of incorporation or bylaws (or similar organizational documents) as in effect on the date of this Agreement or in any employee may have under indemnification agreement listed in Section 6.10 of the Disclosure Schedule as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time shall be assumed and performed by the Company and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any agreement claims against such directors or Planofficers arising out of such acts or omissions, from except as otherwise required by applicable Law. From the Effective Time through the sixth anniversary of the date on which Closing Date, the certificate of incorporation and bylaws (or similar organizational documents) of the Transferred Companies shall contain, and Buyer shall cause the certificate of incorporation and bylaws (or similar organizational documents) of the Transferred Companies to so contain, provisions (applicable to the current and former directors and officers of the Transferred Companies as of the 45 Effective Time) no less favorable with respect to indemnification, advancement of expenses and exculpation than are presently set forth in the certificate of incorporation and bylaws (or comparable governing documents) of the Transferred Companies. (b) Prior to the Effective Time, the Company shall purchase a “tail” directors’ and officers’ liability insurance policy (the “Tail Policy”) for each of Transferred Companies and their current and former directors, officers and employees who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by the Transferred Companies in a form reasonably acceptable to Buyer that shall provide such directors, officers and employees with coverage for six years following the Effective Time occurs, Parent shall, or shall cause of not less than the Surviving Corporation to, indemnify existing coverage and hold harmless each present (as of have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance coverage currently maintained by the Transferred Companies. Following the Effective Time, Buyer shall maintain such policy in full force and effect, and continue to honor the obligations thereunder. (c) and former officer or director In the event that Buyer, any of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with Transferred Companies or any Action, whether civil, criminal, administrative of their successors or investigative, arising out of or pertaining to assigns shall (i) consolidate with or merge into any other Person and shall not be the fact that the Indemnified Party is continuing company or was an officer entity of such consolidation or director of the Company or any of its Subsidiariesmerger, or (ii) matters existing transfer all or occurring at substantially all its properties and assets to any Person, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or prior the applicable Transferred Company assumes the obligations set forth in this Section 6.10. (d) The rights of the indemnified Persons under this Section 6.10 shall be in addition to (and not in limitation of) any rights such Persons may have under the Effective Time certificate of incorporation or bylaws (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event similar organizational documents) of any such Actionof the Transferred Companies, or under any applicable Contracts or Laws. (Ae) each Indemnified Party The provisions of this Section 6.10 shall survive consummation of the Share Purchase and are intended to be for the benefit of, and shall be entitled to advancement of expenses incurred in the defense of any Action from Parent enforceable by, each indemnified party, his or the Surviving Corporation to the fullest extent permitted under applicable Law her heirs and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent his or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties.her legal representatives Section 6.11

Indemnification, Exculpation and Insurance. For a period of six (a6) Without limiting years from and after the effective time, Helix, as the surviving corporation in the merger, will (and Forian will cause Helix to) either maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Helix or Helix’s subsidiaries or provide substitute policies for Helix and Helix’s subsidiaries and its and their respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Helix or Helix’s subsidiaries, in either case, with terms (including with respect to coverage, limits, conditions, retentions and amounts) that are substantially equivalent to and in any additional event not less favorable, in the aggregate, than those of Helix’s directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect on the date of the merger agreement with respect to claims arising from facts or events that occurred at or before the effective time (with insurance carriers having at least the same or better rating as Helix’s current insurance carrier for such insurance policies), except that in no event will Helix, as the surviving corporation in the merger, be required to pay with respect to such insurance policies annual premiums in excess of 300% of the annual premium most recently paid by Helix prior to the date of the merger agreement (which we refer to as the maximum amount), and if Helix, as the surviving corporation in the merger, is unable to obtain the insurance required by the merger agreement, it will (and Forian will cause Helix, as the surviving corporation in the merger, to) obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Amount. In lieu of such insurance, prior to the closing date of the merger, Helix may, subject Forian’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), purchase ‘‘tail’’ directors’ and officers’ liability insurance and fiduciary liability insurance for Helix and its current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Helix, such tail insurance to provide limits not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by Helix with respect to claims arising from facts or events that occurred at or before the effective time; provided, that, in no event will the annual cost of any such tail insurance exceed the maximum amount; provided, further, that Helix’s procurement of such ‘‘tail’’ policy will be deemed to satisfy in full the obligations of Helix, as the surviving corporation in the merger, to procure such insurance. Helix, as the surviving corporation in the merger, will (and Forian will cause Helix, as the surviving corporation in the merger, to) maintain such policies in full force and effect in accordance with the terms of the merger agreement. For a period of six (6) years from and after the effective time (which we refer to as the indemnity period), Forian agrees that all rights to indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time now existing in favor of the current or former directors or officers of Helix and Helix’s subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and any indemnification or other similar agreements of Helix or any of Helix’s Subsidiaries, in each case as in effect on the date of the merger agreement and the closing date of the merger, will continue in full force and effect in accordance with their terms (it being agreed that any employee may have under any agreement after the closing of the merger, such rights will be mandatory rather than permissive, if applicable). Forian will cause the certificate of incorporation, bylaws or Planother organizational or governing documents of Helix, from as the Effective Time through surviving corporation in the sixth anniversary merger, and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are no less favorable to the current or former directors, officers or employees of Helix and Helix’s subsidiaries than those set forth in the certificates of incorporation and bylaws of Helix and Helix’s subsidiaries’ (or equivalent organizational and governing documents) as of the date on of the merger agreement, which provisions thereafter until the Effective Time occursend of the indemnity period will not be amended, Parent shallrepealed or otherwise modified in any manner that would adversely affect the rights thereunder of any current or former directors, officers or shall cause employees of Helix and Xxxxx’s Subsidiaries. Without limiting the Surviving Corporation toforegoing, during the indemnity period, Helix, as the surviving corporation in the merger, agrees that it will indemnify and hold harmless each present (individual who was prior to or is as of the Effective Time) and former officer or director date of the Company and its merger agreement, or who becomes prior to the effective time, a director or officer of Helix or any of Helix’s subsidiaries or who was prior to or is as of the closing date of the merger, or who thereafter commences prior to the effective time, serving at the request of Helix or any of Helix’s Subsidiaries as a director or officer of another person or entity (the “Indemnified Parties”which we refer to as an indemnified party), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”)disbursements, incurred in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time effective time (including this Agreement the merger agreement and the merger and the other transactions and actions contemplated herebyby the merger agreement)), arising out of or pertaining to the fact that the indemnified party is or was a director or officer of Helix or any Helix subsidiary or is or was serving at the request of Helix or any Helix subsidiary as a director or officer of another person or entity prior to the effective time, whether asserted or claimed prior to, at or after the Effective Timeeffective time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereoflaw; provided, that such indemnification will be subject to any limitation imposed from time to time under applicable law. In the event of any such Actionclaim, action, suit or proceeding, (Ax) each Indemnified Party shall indemnified party will be entitled to advancement of expenses incurred in the defense of any Action such claim, action, suit or proceeding from Parent or Helix, as the Surviving Corporation to surviving corporation in the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof merger, within 10 twenty (20) Business Days of receipt by Parent or Helix, as the Surviving Corporation surviving corporation in the merger, from the Indemnified Party indemnified party of a request therefor; provided, provided that any Person person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, DGCL or the Company Charter, the Company Bylaws, certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification agreement or similar agreement of or with, as the case may be, Helix, as the surviving corporation in effect immediately prior to the Effective Timemerger, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person person is not entitled to indemnificationindemnification and (y) Helix, (B) neither Parent nor as the Surviving Corporation shall settle, compromise or consent to surviving corporation in the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consentsmerger, and (C) the Surviving Corporation shall such indemnified party will cooperate with each other in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement Prior to the Effective Time, the Company shall use its reasonable best efforts to purchase a “tail” or Plan, from “runoff” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time through the sixth anniversary covering each such person covered as of the date on which of this Agreement by the Company’s directors’ and officers’ liability insurance policy and each person who becomes covered by the Company’s directors’ and officers’ liability insurance policy prior to the Effective Time occurson terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (6) year period following the Effective Time and at an aggregate price not to exceed 300% of the aggregate amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on Section 7.05(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 7.05(a), the Surviving Corporation shall, or and Parent shall cause the Surviving Corporation to, indemnify maintain such policies in full force and hold harmless each present (as of effect for their full term, and continue to perform and satisfy the Effective Time) and former officer or director of obligations thereunder. If the Company and its Subsidiaries (the fails to purchase such “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, tail” or “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately runoff” policy prior to the Effective Time, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain a directors’ and officers’ liability insurance policy in respect of acts or omissions occurring prior to repay the Effective Time covering each such advances if it is ultimately determined person currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six (6) years after the Effective Time; provided further, that such Person is not entitled to indemnificationin satisfying its obligation under this Section 7.05(a), (B) neither Parent nor the Surviving Corporation shall settlebe obligated to pay annual premiums in an aggregate amount in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, compromise then Parent or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate cause to be maintained policies of insurance that, in the defense of any such matter. Parent and or the Surviving Corporation shall be jointly and severally liable for Corporation’s good faith judgment, provide the obligation maximum coverage available at an annual aggregate premium equal to provide indemnification to 300% of the Indemnified PartiesCurrent Premium.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement Prior to the Closing, Parent and the Company shall use its reasonable best efforts to purchase a “tail” or Plan, from “runoff” officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time through covering each such person currently covered by the sixth anniversary Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six year period following Effective Time and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement, which amount is set forth on which Section 6.06(a) of the Company Disclosure Letter (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time occursin accordance with this Section 6.06(a), Parent the Surviving Corporation shall, or and Parent shall cause the Surviving Corporation to, indemnify maintain such policies in full force and hold harmless each present (as of effect for their full term, and continue to honor the Effective Time) and former officer or director of obligations thereunder. If the Company and its Subsidiaries (fails to purchase such “tail” or “runoff” policy prior to the “Indemnified Parties”)Closing, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to then either (i) the fact that the Indemnified Party is Parent may purchase such “tail” or was an officer or director “runoff” policy on behalf of the Company or any of its Subsidiaries, the Surviving Corporation or (ii) matters existing the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring at or prior to the Effective Time (including covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or for a period of six years after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; providedprovided further, that any Person to whom expenses are advanced provides an unsecured undertakingin satisfying its obligation under this Section 6.06(a)(ii), if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settlebe obligated to pay annual premiums in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, compromise then Parent or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate cause to be maintained policies of insurance that, in the defense of any such matter. Parent and or the Surviving Corporation shall be jointly and severally liable for Corporation’s good faith judgment, provide the obligation maximum coverage available at an annual premium equal to provide indemnification to 300% of the Indemnified PartiesCurrent Premium.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from For a period of 6 years after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent DigitalGlobe shall, or and shall cause the Surviving Corporation LLC to, indemnify and hold harmless each present (as of the individuals who on or prior to the Effective Time) Time were officers, directors and former officer employees of GeoEye or the GeoEye Subsidiaries or were serving at the request of GeoEye as an officer, director or employee of the Company and its Subsidiaries (the “Indemnified Parties”)any other corporation, against all claimspartnership or joint venture, lossestrust, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements employee benefit plan or other enterprise (collectively, the “CostsIndemnitees”), incurred ) with respect to all acts or omissions by them in connection with any Action, whether civil, criminal, administrative their capacities as such or investigative, arising out taken at the request of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company GeoEye or any of its the GeoEye Subsidiaries at any time prior to the Effective Time to the extent provided under the GeoEye Charter or GeoEye By-laws in effect on the date of this Agreement (including with respect to the advancement of expenses). Prior to Closing, GeoEye may, for the benefit of those Persons who are currently covered by GeoEye’s or any GeoEye Subsidiaries’ directors’ and officers’ liability insurance policies, or (ii) matters cause coverage to be extended under such policies by obtaining a six-year “tail” policy containing terms that are at least as favorable to the insureds as the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time (including this Agreement Closing; provided, however, that the annualized premiums for such policy shall not be in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages obtained pursuant hereto, but in such case GeoEye may purchase as much coverage as reasonably practicable for such amount. From and after the transactions Closing, DigitalGlobe shall, or shall cause the Surviving LLC to, cause such “tail” policy to remain in full force and actions contemplated hereby)effect and shall not cause or permit any of its Affiliates to amend, whether waive, modify or otherwise alter the terms thereunder. To the extent any claim is asserted or claimed made within such six-year period, such “tail” policy shall be continued in respect of such claim until the final disposition thereof. To the extent GeoEye does not obtain such a "tail" policy prior toto the Closing, at or for a period of 6 years after the Effective Time, DigitalGlobe shall, or shall cause the Surviving LLC to, cause to be maintained in effect the fullest extent permitted under applicable Law current policies of directors’ and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, officers’ liability insurance maintained by GeoEye (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent provided that DigitalGlobe or the Surviving Corporation LLC, as the case may be, may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the fullest extent permitted under applicable Law and insured) with respect to claims arising from facts or events which occurred at or before the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request thereforEffective Time; provided, that any Person to whom expenses are advanced provides an unsecured undertakinghowever, if and only to the extent required by the NRSthat, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to after the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent DigitalGlobe nor the Surviving Corporation LLC, as the case may be, shall settle, compromise or consent be required to pay annual premiums in excess of 200% of the last annual premium paid by GeoEye prior to the entry date hereof in respect of any judgment the coverages required to be obtained pursuant hereto, but in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless case shall purchase as much coverage as reasonably practicable for such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consentsamount. DigitalGlobe shall, and (C) shall cause the Surviving Corporation shall cooperate LLC to, honor all indemnification agreements with the Indemnitees (including under the GeoEye By-laws) in effect as of the defense date of any such matter. Parent and this Agreement in accordance with the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Partiesterms thereof.

Indemnification, Exculpation and Insurance. (a) Without limiting Prison Realty, the Acquisition Companies, CCA, PMSI and JJFMSI agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the parties hereto, or their Subsidiaries (such persons, "Indemnified Persons") as provided in their respective charter (or similar constitutive documents) or bylaws and any additional existing indemnification agreements or arrangements of Prison Realty, the Acquisition Companies, CCA, PMSI or JJFMSI shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would in any manner adversely affect the rights thereunder of any such Indemnified Persons. The parties hereto agree that any employee may have under any agreement or PlanPrison Realty shall maintain, for a period of six years from the Effective Time through Time, each parties' current directors' and officers' insurance and indemnification policy to the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact extent that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or it provides coverage for events occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A"D&O Insurance") each for all Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request thereforPersons; provided, however, that the Surviving Companies or Prison Realty, as appropriate, may, in lieu of maintaining such existing D&O Insurance as provided above, cause comparable coverage to be provided under any Person to whom expenses are advanced provides policy issued by an unsecured undertaking, if and only insurer substantially comparable to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior insurer with respect to the Effective Timeexisting D&O Insurance, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor so long as the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification terms thereof are no less advantageous to the Indemnified PartiesParties than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or canceled during such six-year period, Prison Realty will use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period on terms and conditions no less advantageous in any material respect than the existing D&O Insurance.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional Bixxxx, Rook and Merger Sub each agrees that all rights that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary to indemnification and exculpation now existing in favor of the date on which the Effective Time occurs, Parent shall, current or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer directors or director of the Company and its Subsidiaries officers (the “Rook D&O Indemnified Parties”)) of Rook or its Subsidiaries as provided in the Rook Charter, against all claimsthe Rook Bylaws, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred the organizational documents of Rook’s Subsidiaries or in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining contract to (i) the fact that the Indemnified Party is or was an officer or director of the Company which Rook or any of its Subsidiaries, Subsidiaries is a party as in effect on the date of this Agreement for acts or (ii) matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time (including matters arising in connection with the transactions contemplated hereby), shall be assumed by the Surviving Corporation and shall continue in full force and effect following the Effective Time. From and after the Effective Time, Bixxxx xhall cause the Surviving Corporation to indemnify, defend and hold harmless, and advance expenses to Rook D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that Rook would be permitted under by applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and required by the Company Charter and Company Bylaws Rook Charter, the Rook Bylaws, the organizational documents of Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as at in effect on the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request thereforthis Agreement; provided, that any Person Rook D&O Indemnified Party to whom expenses are advanced provides an unsecured undertakingagrees to return any such funds to which a court of competent jurisdiction has determined in a final, if nonappealable judgment such Rook D&O Indemnified Party is not ultimately entitled. For a period of six (6) years from and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to after the Effective Time, Bixxxx xhall cause the organizational documents of the Surviving Corporation to repay such advances if it is ultimately determined that such Person is not entitled contain provisions with respect to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent advancement of expenses and limitation of director and officer liability that are no less favorable to the entry Rook D&O Indemnified Parties than those set forth in the Rook Charter and the Rook Bylaws as of any judgment the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release manner that would adversely affect the rights thereunder of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Rook D&O Indemnified Parties.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement The articles of incorporation and the bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's articles of incorporation and bylaws on the date of this Agreement, which provisions shall not be amended, repealed or Plan, otherwise modified for a period of six years from the Effective Time through in any manner that would adversely affect the sixth anniversary rights thereunder of the date individuals who on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. Parent shall guarantee the obligations of the Surviving Corporation with respect to the indemnification provisions contained in the Surviving Corporation's articles of incorporation and bylaws. (including b) To the extent coverage is reasonably available under the Company's current directors' and officers' liability insurance policy or otherwise, Parent will extend the discovery or reporting period under such policy for up to three years from the Effective Time to maintain in effect directors' and officers' liability insurance covering pre-acquisition acts for those persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) (the "INDEMNIFICATION PARTIES") on terms no less favorable than the terms of such current insurance coverage; PROVIDED, HOWEVER, that in no event shall Parent be required to expend for such three-year extension an amount in excess of 150% of the annual premium currently paid by the Company for such insurance; and PROVIDED FURTHER that if the cost of such three-year extension exceeds such 150% amount, Parent shall be obligated to obtain such extension as is available for a cost not exceeding such amount. (c) In the event Parent, the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Agreement and Section 5.14. (d) This Section 5.14 shall survive the transactions and actions contemplated hereby), whether asserted or claimed prior to, consummation of the Merger at or after the Effective Time, is intended to benefit the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such ActionCompany, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or Parent, the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consentsParties, and (C) the Surviving Corporation shall cooperate in the defense be binding on all successors and assigns of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified PartiesCorporation.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from For a period of 6 years after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent DigitalGlobe shall, or and shall cause the Surviving Corporation LLC to, indemnify and hold harmless each present (as of the individuals who on or prior to the Effective Time) Time were officers, directors and former officer employees of GeoEye or the GeoEye Subsidiaries or were serving at the request of GeoEye as an officer, director or employee of the Company and its Subsidiaries (the “Indemnified Parties”)any other corporation, against all claimspartnership or joint venture, lossestrust, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements employee benefit plan or other enterprise (collectively, the “CostsIndemnitees”), incurred ) with respect to all acts or omissions by them in connection with any Action, whether civil, criminal, administrative their capacities as such or investigative, arising out taken at the request of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company GeoEye or any of its the GeoEye Subsidiaries at any time prior to the Effective Time to the extent provided under the GeoEye Charter or GeoEye By-laws in effect on the date of this Agreement (including with respect to the advancement of expenses). Prior to Closing, GeoEye may, for the benefit of those Persons who are currently covered by GeoEye’s or any GeoEye Subsidiaries’ directors’ and officers’ liability insurance policies, or (ii) matters cause coverage to be extended under such policies by obtaining a six-year “tail” policy containing terms that are at least as favorable to the insureds as the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time (including this Agreement Closing; provided, however, that the annualized premiums for such policy shall not be in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages obtained pursuant hereto, but in such case GeoEye may purchase as much coverage as reasonably practicable for such amount. From and after the transactions Closing, DigitalGlobe shall, or shall cause the Surviving LLC to, cause such “tail” policy to remain in full force and actions contemplated hereby)effect and shall not cause or permit any of its Affiliates to amend, whether waive, modify or otherwise alter the terms thereunder. To the extent any claim is asserted or claimed made within such six-year period, such “tail” policy shall be continued in respect of such claim until the final disposition thereof. To the extent GeoEye does not obtain such a “tail” policy prior toto the Closing, at or for a period of 6 years after the Effective Time, DigitalGlobe shall, or shall cause the Surviving LLC to, cause to be maintained in effect the fullest extent permitted under applicable Law current policies of directors’ and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, officers’ liability insurance maintained by GeoEye (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent provided that DigitalGlobe or the Surviving Corporation LLC, as the case may be, may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the fullest extent permitted under applicable Law and insured) with respect to claims arising from facts or events which occurred at or before the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request thereforEffective Time; provided, that any Person to whom expenses are advanced provides an unsecured undertakinghowever, if and only to the extent required by the NRSthat, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to after the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent DigitalGlobe nor the Surviving Corporation LLC, as the case may be, shall settle, compromise or consent be required to pay annual premiums in excess of 200% of the last annual premium paid by GeoEye prior to the entry date hereof in respect of any judgment the coverages required to be obtained pursuant hereto, but in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless case shall purchase as much coverage as reasonably practicable for such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consentsamount. DigitalGlobe shall, and (C) shall cause the Surviving Corporation shall cooperate LLC to, honor all indemnification agreements with the Indemnitees (including under the GeoEye By-laws) in effect as of the defense date of any such matter. Parent and this Agreement in accordance with the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Partiesterms thereof.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursTime, Parent shall, or shall Allex Xxxtems will fulfill and honor and will cause the Surviving Corporation toto fulfill and honor in all respects the obligations of Viasoft pursuant to any indemnification agreements (including those set forth in Viasoft's certificate of incorporation and bylaws) between Viasoft and any of its Subsidiaries and their respective directors and officers (each, an "Indemnified Party") existing prior to the date hereof; provided that Allex Xxxtems and the Surviving Corporation will have no obligation to indemnify an Indemnified Party thereunder in respect of claims, liabilities or damages arising out of a breach of a representation or covenant made by Viasoft in this Agreement knowingly and hold harmless each present (as of willfully caused by such Indemnified Party. From and after the Effective Time) , such obligations will be the joint and former officer or director several obligations of Allex Xxxtems and the Company Surviving Corporation and, by executing this Agreement, Allex Xxxtems hereby assumes such obligations. Allex Xxxtems will cause to be maintained for a period of not less than six years after the Effective Time Viasoft's current directors' and its Subsidiaries (officers' insurance and indemnification policy to the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact extent that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or it provides coverage for events occurring at or prior to the Effective Time (including this Agreement the "D&O Insurance") for all persons who are directors and the transactions and actions contemplated hereby)officers of Viasoft on, whether asserted or claimed within one year prior to, at the date of this Agreement. If the existing D&O Insurance cannot be maintained, expires or after is terminated or cancelled during such six-year period, Allex Xxxtems will use all reasonable efforts to cause to be obtained such equivalent D&O Insurance as can be obtained for the remainder of such period. The certificate of incorporation and bylaws of the Surviving Corporation will contain the same provisions with respect to indemnification and elimination of liability for monetary damages as are set forth in the certificate of incorporation and bylaws of Viasoft, which provisions will not be amended, repealed or otherwise modified from the Effective TimeTime in any manner that would adversely affect the rights thereunder of individuals who, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at of the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation within one year prior to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at date hereof, or any time after the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationwere directors, (B) neither Parent nor the Surviving Corporation shall settleofficers, compromise employees or consent to the entry agents of any judgment in any proceeding Viasoft or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder)its Subsidiaries, unless such settlement, compromise or consent includes an unconditional release of modification is required by law and Allex Xxxtems will take all necessary action to cause such Indemnified Party from provisions to be continuously applicable to all liability arising out of such action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) persons after the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified PartiesEffective Time.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, : (i) indemnify and hold harmless each present (as including the advancement of expenses) to the full extent of all rights thereto existing in favor of the Effective Time) current or former directors, managers, and former officer or director officers of the Company and its Subsidiaries as provided in any indemnification agreement which has previously been made available to Parent or in the Company Charter or Company Bylaws or other organizational documents, in each case as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time for a period of six (6) years after the “Indemnified Parties”)Effective Time with respect to any claims against such directors, against all claimsmanagers, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, officers arising out of such acts or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiariesomissions, or except as otherwise required by applicable Law; and (ii) matters existing not amend, repeal, or otherwise modify such provisions in any respect that would adversely affect such rights during the period of six (6) years after the Effective Time, except as otherwise required by applicable Law. (b) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring at or prior to the Effective Time (including this Agreement and in connection with the transactions and actions contemplated herebyby this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that Parent may (i) substitute therefor policies of an insurance company the material terms of which, including coverage and amount, are no less favorable in any Person material respect to whom expenses are advanced provides an unsecured undertakingsuch Persons than the Company’s existing policies as of the date hereof, if and only to the extent required by the NRS, or (ii) request that the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); provided further, that in no event shall Parent or the Company be required to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable pay annual premiums for the obligation to provide indemnification to the Indemnified Parties.insurance under this

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights that any employee may have under any agreement or Plan, For a period of six (6) years from and after the Effective Time through Time, the sixth anniversary of Surviving Corporation shall (and the date on which the Effective Time occurs, Parent shall, or shall will cause the Surviving Corporation to) either maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or the Company Subsidiaries or provide substitute policies for the Company and the Company Subsidiaries and its and their respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company or the Company Subsidiaries, indemnify in either case, with terms (including with respect to coverage, limits, conditions, retentions and hold harmless each present (as amounts) that are substantially equivalent to and in any event not less favorable, in the aggregate, than those of the Company’s directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect on the date of this Agreement with respect to claims arising from facts or events that occurred at or before the Effective TimeTime (with insurance carriers having at least the same or better rating as the Company’s current insurance carrier for such insurance policies), except that in no event shall the Surviving Corporation be required to pay with respect to such insurance policies annual premiums in excess of 300% of the annual premium most recently paid by the Company prior to the date of this Agreement, which amount is set forth in Section 6.05(a) of the Company Disclosure Letter (the “Maximum Amount”), and former officer if the Surviving Corporation is unable to obtain the insurance required by this Section 6.05(a) it shall (and the Parent will cause the Surviving Corporation to) obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Amount. In lieu of such insurance, prior to the Closing Date the Company may, subject to Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or director of delayed), purchase “tail” directors’ and officers’ liability insurance and fiduciary liability insurance for the Company and its Subsidiaries (current and former directors and officers who are currently covered by the “Indemnified Parties”)directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company, against all claims, losses, liabilities, damages, judgments, inquiries, fines such tail insurance to provide limits not less than the existing coverage and reasonable fees, costs to have other terms not less favorable to the insured persons than the directors’ and expenses, including reasonable attorneysofficers’ fees liability insurance and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of fiduciary liability insurance coverage currently maintained by the Company with respect to claims arising from facts or any of its Subsidiaries, or (ii) matters existing or occurring events that occurred at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after before the Effective Time; provided, to that, in no event shall the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event annual cost of any such Actiontail insurance exceed the Maximum Amount; provided, (A) each Indemnified Party further, that the Company’s procurement of such “tail” policy in accordance with this sentence shall be entitled deemed to advancement of expenses incurred satisfy in full the defense of any Action from Surviving Corporation’s obligations pursuant to this Section 6.05(a). The Surviving Corporation shall (and the Parent or will cause the Surviving Corporation to to) maintain such policies in full force and effect in accordance with the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days terms of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Partiesthis Agreement.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional rights Parent agrees that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary all of the date on which the Effective Time occursCompany's obligations with respect to rights to indemnification, Parent shall, advancement of expenses and exculpation from liabilities for acts or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and now existing in favor of the transactions and actions contemplated hereby)current or former directors or officers of the Company as provided in the Company Certificate, whether asserted the Company By-laws or claimed prior to, at any indemnification agreement between such directors or after the Effective Time, to the fullest extent permitted under applicable Law officers and the Company Charter and Company Bylaws (in each case, as at in effect on the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred assumed by the Surviving Corporation in the defense Merger, without further action, as of any Action from the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms for not less than six years, and Parent or shall cause the Surviving Corporation to fulfill such indemnification obligations. Without limiting the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within 10 Business Days obligations of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification pursuant to the Indemnified Partiesforegoing sentence, Parent will cause the Surviving Corporation to reimburse each current director of the Company for such person's reasonable expenses (including legal fees and expenses) incurred in connection with the investigation and defense of any claim arising out of or related to the transactions contemplated hereby or by the Transaction Agreements to the extent (i) such fees and expenses are not paid pursuant to the Company's insurance coverage or statutory indemnification obligations within 30 days after the receipt by the Surviving Corporation of an invoice therefor and (ii) it is permitted by Delaware law for a party to reimburse another for such expenses (as opposed to the more limiting provisions of Section 145 of the DGCL applicable to the indemnification of directors by a corporation). If such insurance coverage or statutory indemnification is paid to such person after reimbursement is made pursuant to this paragraph 6.05(a), the director receiving such reimbursement shall promptly repay the Company therefor to the extent payment therefor has been made to the director under such insurance coverage or statutory indemnification.

Indemnification, Exculpation and Insurance. (a) Without limiting any additional The Holdcos and the Company agree that all rights that any employee may have under any agreement to indemnification and exculpation from liability for acts or Plan, from omissions occurring at or prior to the Effective Time through the sixth anniversary and rights to advancement of expenses relating thereto now existing in favor of the date on which the Effective Time occurs, Parent shall, current or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer directors or director officers of the Company and its Subsidiaries subsidiaries (the “such persons, "Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines Persons") as provided in their respective charter (or similar constitutive documents) or by-laws and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative existing indemnification agreements or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer or director arrangements of the Company shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would in any manner adversely affect the rights thereunder of its Subsidiariesany such Indemnified Persons. The parties hereto agree that the Surviving Corporation shall maintain, or (ii) matters existing or for a period of six years from the Effective Time, the Company's current directors' and officers' insurance and indemnification policy to the extent that it provides coverage for events occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after "D&O Insurance") for all Indemnified Persons so long as the Effective Time, annual premium therefor would not be in excess of 250% (the "Maximum Premium") of the premium payable with respect to the fullest extent permitted under applicable Law and D&O Insurance for 1997 which the Company Charter represents and Company Bylaws as at the date hereof. In the event of any such Actionwarrants was $65,000; provided, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or however, that the Surviving Corporation may, in lieu of maintaining such existing D&O Insurance as provided above, cause comparable coverage to be provided under any policy issued by an insurer substantially comparable to the fullest extent permitted under applicable Law and insurer with respect to the Company Charter and Company Bylaws existing D&O Insurance, so long as at the date hereof within 10 Business Days of receipt by Parent terms thereof are no less advantageous to the Indemnified Parties than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation from will use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the Indemnified Party remainder of a request therefor; providedsuch period for an annualized premium not in excess of the Maximum Premium, that any Person to whom expenses are advanced provides an unsecured undertaking, if on terms and only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment conditions no less advantageous in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 action, suit, proceeding, investigation or claim and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) material respect than the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Partiesexisting D&O Insurance.