Common use of Indemnification of Directors and Officers; Tail Insurance Clause in Contracts

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of Purchaser and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Purchaser (the “D&O Indemnified Persons”) as provided in their respective Governing Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaser, in each case as in effect on the Agreement Date, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Closing, Purchaser shall cause the Governing Documents of Purchaser and the Company to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Agreement Date in the Governing Documents of Purchaser to the extent permitted by applicable Law. The provisions of this Section 7.16 shall survive the consummation of the transactions contemplated by this Agreement and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (b) For the benefit of Purchaser’s and the Company’s directors and officers, Purchaser shall be permitted prior to the Closing to obtain, and the Company shall fully pay the premium for, a “tail” insurance policy that provides coverage for up to a six-year period from and after the Closing for events occurring prior to the Closing (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Purchaser shall maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and the Company shall timely pay or caused to be paid all premiums with respect to the D&O Tail Insurance.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of Purchaser the Parties and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Purchaser Perception and BGHL (the “D&O Indemnified Persons”) as provided in their respective Governing Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Purchaser, Perception or BGHL in each case as in effect on the Agreement Signing Date, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the ClosingMerger Effective Time, Purchaser Perception shall cause the Governing Organizational Documents of Purchaser and the Company Perception to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the Agreement Signing Date in the Governing Organizational Documents of Purchaser Perception to the extent permitted by applicable Law. The provisions of this Section 7.16 7.17 shall survive the consummation of the Contemplated transactions contemplated by this Agreement and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives, each of whom shall be a third party beneficiary of the provisions of this Section 7.17. (b) For a period of six years from the benefit of Purchaser’s Closing, Perception shall, and the Company’s directors shall cause its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by BGHL’s, Purchaser Perception’s or Merger Sub’s, respectively, directors’ and officers’ liability insurance policies (including, in any event, the D&O Indemnified Persons) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Perception and its Subsidiaries be permitted prior required to pay an aggregate premium for such insurance in excess of 300% of the Closing to obtainaggregate annual premium payable by BGHL, and the Company shall fully pay the premium forPerception, a “tail” or Merger Sub, respectively, for such insurance policy as of the Signing Date; provided, however, that provides (i) each of Perception and BGHL may cause coverage for up to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year period from and after “tail” policy with respect to claims existing or occurring at or before the Closing for events occurring prior and if and to the extent such policies have been obtained before the Closing (the “D&O Tail Insurance”) that is substantially equivalent with respect to any such Persons, Perception, and in any event not less favorable in the aggregate than Purchaser’s existing policy orBGHL, if substantially equivalent insurance coverage is unavailablerespectively, the best available coverage. If obtained, Purchaser shall maintain the D&O Tail Insurance such policies in full force and effect, effect and continue to honor the obligations thereunderobligations, and the Company shall timely pay (ii) if any claim is asserted or caused made within such six-year period, any insurance required to be paid all premiums with maintained under this Section 7.17 shall be continued in respect to of such claim until the D&O Tail Insurancefinal disposition.