Common use of Indemnification for Prior Acts Clause in Contracts

Indemnification for Prior Acts. (a) The Surviving Corporation will honor, and will not amend or modify for a period of not less than six years after the date of this Agreement, any and all obligations of the Company and its subsidiaries to indemnify present and former directors, officers or employees of the Company or its subsidiaries (each an "Indemnified Party") with respect to matters which occur on or prior to the Effective Time, whether provided in the certificate of incorporation or by-laws of the Company or any of its subsidiaries, in any of the agreements listed on Exhibit 9.1-A(1) or under the DGCL. The Surviving Corporation will, maintain in effect for not less than six years after Effective Time with respect to occurrences prior to the Effective Time the Company's policies of directors and officers' liability insurance which are in effect on the date of this Agreement and are listed on Exhibit 9.1-A(2) (notwithstanding any provisions of those policies that they will terminate as a result of Merger) to the extent that such insurance (or substantially similar insurance) is available.

Indemnification for Prior Acts. (a) The Surviving Corporation will honor, and will not amend or modify for a period of not less than six years after the date of this Agreement, any and all obligations of the Company and its subsidiaries to indemnify present and former directors, officers or employees of the Company or its subsidiaries (each an "Indemnified Party") with respect to matters which occur on or prior to the Effective Time, whether provided in the certificate of incorporation or by-laws of the Company or any of its subsidiaries, in any of the agreements listed on Exhibit 9.1-A(1) or under the DGCL. The Surviving Corporation will, will maintain in effect for not less than six years after Effective Time with respect to occurrences prior to the Effective Time the Company's policies of directors and officers' liability insurance which are in effect on the date of this Agreement and are listed on Exhibit 9.1-A(2) (notwithstanding any provisions of those policies that they will terminate as a result of Merger) to the extent that such insurance (or substantially similar insurance) is availableavailable at a cost not exceeding $75,000.