Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would materially adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors or officers of Target or any of its Subsidiaries. Contemporaneously with the Closing, Parent shall purchase tail insurance (the premiums of which shall be paid by Parent) covering each Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies, with respect to matters or circumstances occurring at or prior to the Closing Date, on coverage terms that are equivalent in all material respects to the coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwise.

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of a) For six (6) years from and after the Closing Date Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless all past and present officers and directors of the Company and of the Subsidiaries to the same extent such persons are currently indemnified by the Company and the Subsidiaries pursuant to the Company’s and the Subsidiaries’ Organizational Documents as in any manner that would materially adversely affect effect on the rights thereunder of individuals who date hereof for acts or omissions occurring at or prior to the Effective Time were directors or officers Time, and for such period of Target or any of its Subsidiaries. Contemporaneously with the Closing, time Parent shall purchase tail insurance (not, and shall not permit the premiums of which shall be paid by Parent) covering each Person currently covered by Surviving Corporation or the TargetSubsidiaries to, amend, repeal or modify any provision in the Surviving Corporation’s or its Subsidiaries’ directors’ a Subsidiary’s Organizational Documents relating to the exculpation or indemnification of present and officers’ liability insurance policiesformer officers and directors as in effect immediately prior to the Effective Time, except (i) as required by applicable Law or (ii) unless the provisions as so amended, repealed or modified in connection with a restructuring in which the governing documents of the Surviving Corporation include substantially equivalent exculpation or indemnification provisions with respect to matters such acts or circumstances conduct for the benefit of such persons (provided that the officers and directors of the Company prior to the Closing shall continue to be entitled for such six-year period to exculpation and indemnification under such provisions of the Company’s and the Subsidiaries’ Organizational Documents as in effect on the date hereof with respect to acts or omissions occurring at or prior to the Closing Date, on coverage terms that are equivalent in all material respects to the coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwiseEffective Time).

Indemnification of Directors and Officers. The Organizational Documents Section 5.14.1 For not less than six years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless all past and present directors, officers and employees of Parent shall contain provisions no less favorable with respect the Company (“Covered Persons”) to the limitation or elimination of liability and indemnification than same extent such persons are set forth in the Organizational Documents of Target indemnified as of the date of this Agreement (it being understood that by the existing bylaws Company pursuant to the Company Certificate, the Company By-laws and indemnification agreements, if any, in existence on the date of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed Agreement with any Covered Persons for acts or otherwise modified for a period of six (6) years after the Closing Date in any manner that would materially adversely affect the rights thereunder of individuals who omissions occurring at or prior to the Effective Time were directors Time; provided, however, that Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by Law for acts or officers of Target or any of its Subsidiaries. Contemporaneously omissions occurring in connection with the Closing, Parent shall purchase tail insurance (approval of this Agreement and the premiums consummation of which the transactions contemplated hereby. Each Covered Person shall be paid by Parent) covering each Person currently covered entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification hereunder, provided that, to the extent then required by the Target’s DGCL, any person to whom expenses are advanced undertakes to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or its Subsidiaries’ directors’ and officers’ liability insurance policiesinvestigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters or circumstances occurring at subject to indemnification hereunder on or prior to the Closing Datesixth anniversary of the Effective Time, on coverage terms that are equivalent in all material respects to the coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for 5.14 shall continue in effect until the benefit offinal disposition of such claim, and shall be enforceable byaction, each Person entitled to indemnification under this Section 7.3suit, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract proceeding or otherwiseinvestigation.

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of a) For six (6) years from and after the Closing Date Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless all past and present officers and directors of the Company and of the Subsidiaries to the same extent such persons are currently indemnified by the Company and the Subsidiaries pursuant to the Company’s and the Subsidiaries’ Organizational Documents and any indemnification agreements set forth on Section 5.10 of the Disclosure Letter as in any manner that would materially adversely affect effect on the rights thereunder of individuals who date hereof for acts or omissions occurring at or prior to the Effective Time were directors or officers Time, and for such period of Target or any of its Subsidiaries. Contemporaneously with the Closing, time Parent shall purchase tail insurance (not, and shall not permit the premiums of which shall be paid by Parent) covering each Person currently covered by Surviving Corporation or the TargetSubsidiaries to, amend, repeal or modify any provision in the Surviving Corporation’s or its Subsidiaries’ directors’ a Subsidiary’s Organizational Documents relating to the exculpation or indemnification of present and officers’ liability insurance policiesformer officers and directors as in effect immediately prior to the Effective Time, except (i) as required by applicable Law or (ii) unless the provisions as so amended, repealed or modified in connection with a restructuring in which the governing documents of the Surviving Corporation include substantially equivalent exculpation or indemnification provisions with respect to matters such acts or circumstances conduct for the benefit of such persons (provided that the officers and directors of the Company prior to the Closing shall continue to be entitled for such six-year period to exculpation and indemnification under such provisions of the Company’s and the Subsidiaries’ Organizational Documents as in effect on the date hereof with respect to acts or omissions occurring at or prior to the Closing Date, on coverage terms that are equivalent in all material respects to the coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwiseEffective Time).

Indemnification of Directors and Officers. The Organizational Documents (a) For six (6) years after the Effective Time, Activision shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of Parent shall contain provisions no less favorable with respect Games and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the limitation Effective Time between Games or elimination any of liability its Subsidiaries and indemnification than are set forth in any of its current or former directors and officers and any person who becomes a director or officer of Games or any of its Subsidiaries prior to the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement)Effective Time. In addition, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date Effective Time, Activision shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the Certificate of Incorporation and Bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation of their respective directors and officers that are at least as favorable to the directors and officers of Games and its Subsidiaries as the indemnification and exculpation provisions contained in any manner that would materially adversely affect the rights thereunder certificate of individuals who at incorporation and bylaws (or other similar organizational documents) of Games immediately prior to the Effective Time were directors Time, and during such six (6) year period, such provisions shall not be amended, repealed or officers of Target otherwise modified in any respect, except as required by applicable Law. If the Surviving Corporation or any of its Subsidiaries. Contemporaneously with the Closing, Parent successor or assigns shall purchase tail insurance (the premiums of which shall be paid by Parent) covering each Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies, with respect to matters or circumstances occurring at or prior to the Closing Date, on coverage terms that are equivalent in all material respects to the coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit of, consolidate with or merge into any other Person and shall not be enforceable by, each Person entitled to indemnification under this Section 7.3, and each the continuing or surviving corporation or entity in such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, in addition toeach such case, proper provisions shall be made so that the successors and not assigns of the Surviving Corporation shall assume all of the obligations of the Surviving Corporation set forth in substitution for, any other rights to indemnification that any such Person may have by contract or otherwisethis Section 6.11(a).

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to 6.5.1 From the limitation or elimination of liability and indemnification than are set forth in Effective Time through the Organizational Documents of Target as sixth anniversary of the date on which the Effective Time occurs, each of this Agreement (it being understood that the existing bylaws of Parent Buyer and the Second Amended Surviving Corporation shall, jointly and Restated Certificate of Incorporation satisfy this requirement)severally, which provisions shall not be amendedindemnify, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would materially adversely affect the rights thereunder of individuals advance expenses and hold harmless each person who at on or prior to the Effective Time were directors was an officer or officers director of Target or any of its Subsidiaries. Contemporaneously with the Closing, Parent shall purchase tail insurance Company in their capacities as such (the premiums of which shall be paid by Parent) covering each Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies“Company Indemnified Parties”), with respect to matters any Losses incurred in connection with any claim, action, suit, proceeding or circumstances occurring at investigation, whether civil, criminal, administrative or investigative (a “Claim”), to the extent such Claim arises from an act or omission taken by them in good faith in their capacity as a director or officer prior to the Closing DateEffective Time but is asserted after the Effective Time in the same manner and to the same extent as provided in the Company Organizational Documents. Buyer will not, on coverage terms and will cause the Surviving Corporation not to, amend or modify the provisions in the Company Organization Documents in effect at the * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Effective Time, with respect to indemnification, exculpation or advancement of expenses in a manner that adversely affects the rights of the Company Indemnified Parties or terminate such provisions prior to the sixth anniversary hereof (the “Indemnification Period”); provided, however, that the foregoing notwithstanding, the Buyer shall be entitled, at its option, to amend or modify such provisions so long as Buyer provides the Company Indemnified Parties with contractual indemnification protections during the remainder of the Indemnification Period that are equivalent at least as protective as those set forth in all material respects to the coverage terms of such current insurance policies Company Organizational Documents in effect for at the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwiseEffective Time.

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of mm) For six (6) years from and after the Closing Date Effective Time, Parent shall cause the Surviving Company to indemnify and hold harmless the current officers and directors of the Company and of its Subsidiaries (the “Covered Persons”) to the maximum extent covered by such officers’ and directors’ indemnification and exculpation in the Company’s Organizational Documents and indemnification agreements between such persons and the Company, in each case, that have been delivered to Parent and as in effect immediately prior to the consummation of the Merger (including fulfilling and honoring all requirements of the Company under such agreements; provided, however, that neither Parent nor the Surviving Company shall have any manner obligation to fulfill or honor provisions under any agreement that would materially adversely affect require the rights thereunder Company or any of individuals who its Subsidiaries to provide indemnification to any Person in such Person’s capacity as a stockholder of the Company), for acts or omissions occurring at or prior to the Effective Time were directors Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or officers of Target its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries. Contemporaneously with ’ Organizational Documents relating to the Closing, Parent shall purchase tail insurance (exculpation or indemnification of the premiums of which shall be paid by Parent) covering each Person currently covered by Covered Persons as in effect in the TargetCompany’s or any of its Subsidiaries’ directors’ and officers’ liability insurance policies, with respect to matters or circumstances occurring at or Organizational Documents immediately prior to the Closing DateEffective Time, on coverage terms that are equivalent in all material respects to except as required by applicable Laws. If the coverage terms Surviving Company or any of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are successors or assigns shall: (ix) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, consolidate with or merge into any other rights to indemnification that any such Person may have by contract corporation or otherwise.entity and -76-

Indemnification of Directors and Officers. The Organizational Documents of (a) From and after the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless the individuals who at any time prior to the Effective Time were directors or officers of the Company or any of its present or former Subsidiaries or corporate parents (the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities in connection with actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby) to the fullest extent permitted by Law, and Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) promptly advance expenses as incurred to the fullest extent permitted by Law. The articles of incorporation and bylaws of the Surviving Corporation shall contain the provisions no less favorable with respect to the limitation or elimination indemnification and advancement of liability and indemnification than are expenses set forth in the Organizational Documents articles of Target as incorporation and amended and restated bylaws of the Company on the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement)hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would materially adversely affect the rights thereunder of individuals who at or the Indemnified Parties with respect to events occurring prior to the Effective Time were directors or officers of Target or any of its Subsidiaries. Contemporaneously with the ClosingTime, Parent shall purchase tail insurance (the premiums of which shall be paid unless such modification is required by Parent) covering each Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies, with respect to matters or circumstances occurring at or prior to the Closing Date, on coverage terms that are equivalent in all material respects to the coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwiseLaw.

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of a) For six (6) years from and after the Closing Date Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in any manner that would materially adversely affect effect on the rights thereunder of individuals who date hereof for acts or omissions occurring at or prior to the Effective Time were directors Time, and for such period of time Parent shall not, and shall not permit the Company or officers of Target its Subsidiaries to, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries. Contemporaneously with ’ Organizational Documents relating to exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Closing, except as required by Applicable Law. Parent shall, and shall purchase tail insurance (cause the premiums of which shall be paid by Parent) covering each Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies, with respect to matters or circumstances occurring at or prior to the Closing Date, on coverage terms that are equivalent in all material respects to the coverage terms of such current insurance policies in effect for the Target Surviving Corporation and its Subsidiaries on to, honor the date indemnification agreements of this Agreementthe Company and its Subsidiaries set forth in Section 7.7(a) of the Company Disclosure Letter with the employees, officers and directors covered by such agreements. The provisions If the Company or any of this Section 7.3 are its successors or assigns: (i) intended to be for the benefit of, consolidate with or merge into any other corporation or entity and shall not be enforceable by, each Person entitled to indemnification under this Section 7.3, and each the continuing or surviving corporation or entity of such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and consolidation or merger; or (ii) transfer all or substantially all of its properties and assets, then and in addition toeach such case, to the extent necessary, proper provision shall be made so that the successors and not assigns of the Company shall assume all of the obligations set forth in substitution for, any other rights to indemnification that any such Person may have by contract or otherwisethis Section 7.7.

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of a) For six (6) years after following the Closing Date in any manner that would materially adversely affect Closing, the rights thereunder of Surviving Corporation and its Subsidiaries shall indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who at on or prior to the Effective Time Closing Date were directors or officers of Target the Company or any of its Subsidiaries. Contemporaneously with the ClosingCompany’s Subsidiaries (collectively, Parent shall purchase tail insurance (the premiums of which shall be paid by Parent“D&O Indemnitees”) covering each Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies, with respect to matters all acts or circumstances occurring omissions by them in their capacities as such or taken at the request of the Company or any of the Company’s Subsidiaries at any time on or prior to the Closing Date. Parent agrees that, for six (6) years following the Closing, all rights of the D&O Indemnitees to advancement of expenses, indemnification and exculpation from liabilities for acts or omissions occurring on coverage terms that are equivalent in all material respects or prior to the coverage terms Closing Date as provided in the certificate of such current insurance policies incorporation or bylaws (or comparable Organizational Documents) of the Company and any of the Company’s Subsidiaries, in each case, as in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit ofhereof, and any indemnification agreements of the Company or any of the Company’s Subsidiaries, in each case, as in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. For six (6) years following the Closing, such rights shall not be enforceable byamended or otherwise modified in any manner that would adversely affect the rights of any of the D&O Indemnitees, each Person entitled unless such modification is required by Law or approved by such D&O Indemnitee. In addition, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries, as the case may be, to indemnification advance, pay or reimburse any expenses of any D&O Indemnitee under this Section 7.3, and each 6.08 as incurred to the fullest extent permitted under applicable Law; provided that the person to whom expenses are advanced provides an undertaking to repay such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights advances to indemnification that any such Person may have the extent required by contract or otherwiseapplicable Law.

Indemnification of Directors and Officers. The Organizational Documents of Parent shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of a) For at least six (6) years after the Closing Date in any manner that would materially adversely affect Date, the rights thereunder of individuals who at or prior Purchaser shall (and shall cause the Company and the Company Subsidiaries to), to the Effective Time were directors or officers fullest extent permitted under applicable Law and the Organizational Documents of Target or any of its Subsidiaries. Contemporaneously with the ClosingCompany and the Company Subsidiaries as in effect on the date hereof, Parent shall purchase tail insurance (maintain the premiums of which shall be paid by Parent) covering each Person currently covered by the Target’s or its Company and Company Subsidiaries’ directors’ and officers’ liability insurance policies, existing indemnification provisions with respect to matters each director or circumstances occurring at officer of the Company or prior to any Company Subsidiary as of the Closing Date(collectively, on coverage terms the “Indemnified Directors or Officers”), including provisions relating to advancement of expenses therein; provided that if any claim or claims are equivalent asserted or made within such six (6) year period by any Indemnified Director or Officer, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all material respects such claim or claims. None of the Purchaser, the Company or any Company Subsidiary shall have any obligation hereunder to any Indemnified Director or Officer with respect to a Proceeding when and if it shall be determined by a court of competent jurisdiction in a final non-appealable order or decree that the coverage indemnification of such Indemnified Director or Officer in the manner contemplated hereby is prohibited by applicable Law or the terms of such current insurance policies in effect for existing Organizational Documents. In the Target and its Subsidiaries on event the date of this Agreement. The provisions of this Section 7.3 are (i) intended Company or any Company Subsidiary fails to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification make any payment when due under this Section 7.35.11(a), and each the Purchaser shall make, or cause to be made, such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwisepayment.

Indemnification of Directors and Officers. The Organizational Documents (a) All rights to exculpation, indemnification and advancement of Parent shall contain provisions no less favorable with respect to the limitation expenses for acts or elimination of liability and indemnification than are set forth in the Organizational Documents of Target as of the date of this Agreement (it being understood that the existing bylaws of Parent and the Second Amended and Restated Certificate of Incorporation satisfy this requirement), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would materially adversely affect the rights thereunder of individuals who omissions occurring at or prior to the Effective Time, whether or not asserted or claimed prior to, at or after the Effective Time were directors (including in respect of any matters arising in connection with the Transaction Agreements or officers the Transactions), in favor of Target any D&O Indemnified Person contained in the certificate of incorporation, by-laws or other equivalent governing documents of the Company or any of its SubsidiariesSubsidiaries or in any Contract to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect for at least six years after the Effective Time. Contemporaneously with For a period of at least six years after the ClosingEffective Time, (i) Parent shall purchase tail insurance (not, and shall not permit the premiums Surviving Corporation or any of which shall be paid by Parent) covering each its Subsidiaries to, amend, repeal or modify any provision in the certificate of incorporation, by-laws or other equivalent governing documents of any of them relating to the exculpation, indemnification or advancement of expenses of any D&O Indemnified Person currently covered by the Target’s or its Subsidiaries’ directors’ and officers’ liability insurance policies, with respect to matters acts or circumstances omissions occurring at or prior to the Closing DateEffective Time, on coverage terms that are equivalent in all material respects to whether or not asserted or claimed prior to, at or after the coverage terms of such current insurance policies in effect for the Target and its Subsidiaries on the date of this Agreement. The provisions of this Section 7.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 7.3, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.3 Effective Time and (ii) in addition toall D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and not in substitution foradvancement of expenses to the fullest extent permitted by applicable Law and no change, modification or amendment of such documents or arrangements shall be made that could adversely affect any other rights to indemnification that any D&O Indemnified Person’s right thereto without the prior written consent of such Person may have by contract or otherwiseD&O Indemnified Person.