Common use of Indemnification for Prior Acts Clause in Contracts

Indemnification for Prior Acts. (a) Parent will cause the Surviving Corporation to (i) honor, and not to amend or modify, and to indemnify and hold harmless and advance costs and expenses pursuant to, and to the same extent as, any obligations of the Company or its subsidiaries under any agreement or arrangement (including any provision of the Company’s Certificate of Incorporation or bylaws or the Certificate of Incorporation or bylaws and similar organizational documents of any of the Company’s subsidiaries) in effect on the date of this Agreement to indemnify persons who at the Effective Time are current or former directors, officers, agents or employees of the Company or its subsidiaries (each an “Indemnified Party”) with respect to matters which occur at or prior to the Effective Time, and (ii) cause the Certificate of Incorporation and the bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation, indemnification and advances of expenses of Indemnified Parties for periods at or prior to the Effective Time than are set forth in the Certificate of Incorporation and the By-laws of the Company as of the date of this Agreement. Parent hereby guaranties the indemnification and expense advancement obligations of the Surviving Corporation and its subsidiaries under such agreements and arrangements. Parent will, or will cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time, with respect to occurrences on or prior to the Effective Time, the Company’s policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) which are in effect on the date of this Agreement and are listed on Schedule 8.1 (notwithstanding any provisions of those policies that they will terminate as a result of the Merger), or substantially similar insurance, which in each case will cover each person covered by the Company’s current D&O Insurance, to the extent that insurance is available at an annual cost not exceeding 200% of the annual cost of the D&O Insurance that is in effect at the date of this Agreement, and to the extent that insurance is not available at an annual cost that will not exceed such amount, Parent will, or will cause the Surviving Corporation to, maintain in effect for that period the maximum amount of such insurance coverage that can be obtained for such maximum annual cost. The insurance maintained by Parent or the Surviving Corporation pursuant to this Section 8.1 will provide and contain benefits, terms, conditions, retentions and levels of coverage that are substantially equivalent to, and in any event no less favorable to the insureds, than that provided in the Company’s existing D&O Insurance as of the date of this Agreement.

Indemnification for Prior Acts. (a) Parent will cause and the Surviving Corporation to (i) will honor, and will not to amend or modify, and to indemnify and hold harmless and advance costs and expenses pursuant to, and to modify for at least six years after the same extent asdate of this Agreement, any obligations of the Company or and its subsidiaries under any agreement or arrangement (including any provision of the Company’s Certificate of Incorporation or bylaws or the Certificate of Incorporation or bylaws and similar organizational documents of any of the Company’s subsidiaries) in effect on the date of this Agreement to indemnify persons who at the Effective Time are current or former directors, officers, agents directors or employees officers of the Company or its subsidiaries (each an “"Indemnified Party”") with respect to matters which occur at on or prior to the Effective Time, and (ii) cause the Certificate of Incorporation and the bylaws of the . The Surviving Corporation to contain provisions no less favorable with respect to exculpation, indemnification and advances of expenses of Indemnified Parties for periods at or prior to the Effective Time than are set forth in the Certificate of Incorporation and the By-laws of the Company as of the date of this Agreement. Parent hereby guaranties the indemnification and expense advancement obligations of the Surviving Corporation and its subsidiaries under such agreements and arrangements. Parent will, or will cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time, with respect to occurrences on or prior to the Effective Time, the Company’s 's policies of directors’ and officers’ ' liability insurance and fiduciary liability insurance (“D&O Insurance”) which are in effect on the date of this Agreement and are listed on Schedule 8.1 10.1 (notwithstanding any provisions of those policies that they will terminate as a result of the Mergera merger), or provide substantially similar insuranceequivalent coverage and amounts containing terms no less favorable to such directors or officers, which in each case will cover each person covered by the Company’s current D&O Insuranceand from insurance carriers with at least comparable claims paying ability ratings, to the extent that insurance is available at an annual cost not exceeding 200350% of the annual cost of the D&O Insurance policies of directors and officers liability insurance that is are in effect at the date of this AgreementAgreement (and, and to the extent that insurance is not available at an annual cost not exceeding 350% of the annual cost of the policies that will not exceed such amountare in effect at the date of this Agreement, Parent will, or will cause the Surviving Corporation to, will maintain in effect the maximum coverage that is available for that period amount). In lieu of the maximum amount foregoing, and notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the Company may purchase a “tail” insurance policy (which policy by its express terms shall survive the Merger) of such insurance at least the same coverage that can be obtained for such maximum annual cost. The insurance maintained by Parent or the Surviving Corporation pursuant to this Section 8.1 will provide and contain benefits, terms, conditions, retentions amounts containing terms and levels of coverage conditions that are substantially equivalent to, and in any event no less favorable to the insureds, than that provided in directors and officers of the Company as the Company’s existing D&O Insurance as policy or policies, and from insurance carriers with at least comparable claims paying ability ratings, for the benefit of the current and former officers and directors of the Company with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If the Surviving Corporation is acquired during the period of six years after the date of this Agreement, the Surviving Corporation will require in any agreement relating to its being acquired that the acquirer agree to maintain in effect the insurance required by this Section.