Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. 5.10.1 To the full extent permitted by law, all rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the Company, as provided in the Company's or any Subsidiary's certificate of incorporation and/or bylaws and/or any indemnification agreements as in effect on the date hereof and pursuant to applicable Law shall be assumed by the Surviving Corporation in the Merger, without any further action on the part of any Person, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Time; provided, however, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims. 5.10.2 Notwithstanding anything herein to the contrary, the Company shall be entitled to purchase a runoff policy for its directors and officers liability insurance if the full cost of such insurance is paid prior to the Closing or is reflected as a liability in Working Capital. 5.10.3 The provisions of this Section 5.10 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives.

Indemnification; Exculpation. 5.10.1 To the full extent permitted by law, all (a) All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the Company, as provided in the Company's or any Subsidiary's certificate Certificate of incorporation Incorporation and/or bylaws its By-laws and/or any indemnification agreements as in effect on the date hereof and pursuant to applicable Law law shall be assumed by the Surviving Corporation in the Merger, without any further action on the part of any Personaction, as of the Effective Time and shall survive the Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) 5 years after the Effective Time; providedPROVIDED, howeverHOWEVER, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims. 5.10.2 Notwithstanding anything herein (b) For a period of at least five years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect standard policies of directors' and officers' liability insurance in an aggregate coverage amount not less than the coverage amounts maintained by the Company as of the date hereof and including coverage with respect to claims arising from facts or events which occurred before the Effective Time to the contrary, the Company shall be entitled to purchase a runoff policy for its directors and officers liability insurance if the full cost of such insurance is paid prior to the Closing or is reflected as a liability in Working Capitalextent available. 5.10.3 (c) The provisions of this Section 5.10 6.5 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives.

Indemnification; Exculpation. 5.10.1 To the full extent permitted by law, all (a) All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the Company, as provided in the Company's or any Subsidiary's certificate Certificate of incorporation Incorporation and/or bylaws its By-laws and/or any indemnification agreements as in effect on the date hereof and pursuant to applicable Law law shall be assumed by the Surviving Corporation in the Merger, without any further action on the part of any Personaction, as of the Effective Time and shall survive the Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) 5 years after the Effective Time; provided, however, that if any claims are asserted or made within such period, -------- ------- all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims. 5.10.2 Notwithstanding anything herein (b) For a period of at least five years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect standard policies of directors' and officers' liability insurance in an aggregate coverage amount not less than the coverage amounts maintained by the Company as of the date hereof and including coverage with respect to claims arising from facts or events which occurred before the Effective Time to the contrary, the Company shall be entitled to purchase a runoff policy for its directors and officers liability insurance if the full cost of such insurance is paid prior to the Closing or is reflected as a liability in Working Capitalextent available. 5.10.3 (c) The provisions of this Section 5.10 6.5 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives.