Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. From and after the Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Time.

Indemnification of Officers and Directors. (a) From Parent and after the Company agree that all rights to exculpation, indemnification and advancement of expenses existing as of the date of this Agreement in favor of the current or former directors or officers of the Acquired Corporations (each, an “Indemnified Person”) as provided in their respective Charter Documents or in any Indemnification Agreement (as defined below) shall survive the Merger and shall continue in full force and effect, but only to the extent such rights to exculpation, indemnification and advancement of expenses are available under and consistent with Delaware law. For a period of six years from the Effective Time, Parent and shall cause the Surviving Corporation will fulfill to maintain in effect the exculpation, indemnification and honor in all respects all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on provisions of the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company Company’s Charter Documents as in effect as of the date hereofof this Agreement or in any Indemnification Agreements, and shall continue to be honored and not amend, repeal or otherwise modify any such provisions in full force and effect for a period any manner that would adversely affect the rights thereunder of six (6) years after any individuals who at the Effective TimeTime were current or former directors or officers of the Acquired Corporations; provided, however, that all rights to indemnification in favor of such current or former directors or officers in respect of any claims Action (as defined in Section 5.5(b)) pending or asserted or any claim made against them within such six-year period shall continue until the disposition of such Action or resolution of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. From and after the Effective Time, Parent shall guaranty and stand surety for, and shall cause the Surviving Corporation also agreeand its Subsidiaries to honor, jointly and severallyin accordance with their respective terms, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents each of the Company covenants contained in respect this Section 5.5. For purposes of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individualsthis Agreement, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Time.“

Indemnification of Officers and Directors. (a) From For a period of six (6) years from and after the Effective TimeClosing Date, Parent and the Surviving Corporation will fulfill and honor in all respects all rights agree to indemnification, exculpation or indemnify (including advancement of expenses now existing in favor ofexpenses) and hold harmless all past and present officers and directors of the Company to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the Company’s Certificate of Incorporation or Bylaws, and all limitations indemnification agreements identified on the personal liability Company Disclosure Schedule or under applicable Law for acts or omissions which occurred at or prior to the Effective Time. The Certificate of each Incorporation and Bylaws of the Surviving Corporation shall contain provisions with respect to indemnification and exculpation that are at least as favorable to the past and present officers and former director, officer, employee, fiduciary, or agent directors of Parent or the Company provided for as those provisions contained in the respective organizational documents Company’s Certificate of Parent Incorporation and the Company Bylaws in effect as of on the date hereof, and such provisions shall continue to not be honored and in full force and effect amended, repealed or otherwise modified for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent past and present officers and directors of the Company in respect of actions or omissions occurring at or prior to the Effective Time, (unless such modification is required by applicable LawsLaw). From and after This indemnification shall not apply to any claim or action by any such officer or director brought against the Effective TimeCompany or any of its predecessors, Parent and the Surviving Corporation also agreesuccessors, jointly and severallyassigns, to indemnify and hold harmless the present and former officers, directors, employeesstockholders, fiduciaries and employees or agents in response to or in connection with any claim brought by a Parent Indemnified Person (as defined below) pursuant to Article IX of this Agreement. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company in respect of acts or omissions occurring prior and, to the Effective Time to knowledge of the extent (i) provided in Company, no basis exists for any existing indemnification agreements between the Company and such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Timeclaim for indemnification.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects Merger Sub agree that all rights to indemnification, exculpation or advancement of expenses now indemnification under any Contracts existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, Effective Time between the Acquired Companies and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”) shall survive the Transaction and shall continue to be honored and in full force and effect for a period of six (6) years after in accordance with their terms following the Effective Time; provided. Parent shall, howeverand shall cause the Surviving Company and its Subsidiaries to, that honor and fulfill in all rights to respects the obligations of the Acquired Companies under any and such indemnification in respect Contracts with the Indemnified Persons. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of any claims asserted or made within such period the Effective Time, the Surviving Company and its Subsidiaries shall continue until (and Parent shall cause the disposition of such claim. The Surviving Company and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation will Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are at least as favorable as those currently in the Company Charter expenses, covering acts and Company Bylaws omissions of directors and during such six officers (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not any other employees or agents who otherwise would be entitled to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights similar benefits thereunder of individuals who at any time prior pursuant to the Effective Time was a directorterms thereof in effect on the date hereof), officerin each case in their respective capacities as such, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless to the fullest extent permitted by Applicable Law and during such modification is six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Laws. From and after the Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective TimeLaw.

Indemnification of Officers and Directors. (a) From and after For a period of six years from the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects agrees that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions liabilities for acts or omissions occurring at or prior to the Effective TimeTime (whether asserted or claimed prior to, unless such modification is required by applicable Laws. From and at or after the Effective Time, Parent and ) now existing in favor of the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and current or former officers, directors, employees, fiduciaries and agents directors or officers of the Company in respect under the certificate of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between incorporation and bylaws of the Company and such individuals, any indemnification or (ii) required by other similar agreements of the Company Charter or set forth on Section 6.5(a) of the Company BylawsDisclosure Schedule, in each case as in effect immediately on the date of this Agreement, shall continue in full force and effect in accordance with their terms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from Parent, the Surviving Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiaries, as applicable, as in effect on the date of this Agreement; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable; to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification and (y) Parent, the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects agrees that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the present and former directors, officers, and employees of the Company or any of its Subsidiaries as provided in the Company Organizational Documents or the Organizational Documents of the Company’s Subsidiaries, and indemnification agreements of the Company and its Subsidiaries in effect as of the date hereof and set forth on Section 7.09(a) of the Company Disclosure Letter shall survive the Merger and shall continue in full force and effect in accordance with their terms. In furtherance of the foregoing, Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation and the organizational documents of the Company’s Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses, and exculpation from liabilities of present and former directors, officers, and employees of Company and/or its Subsidiaries than are currently provided in the Company Organizational Documents and the organizational documents of the Company’s Subsidiaries, which provisions may not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals until the later of (i) the expiration of the statute of limitations applicable to such matters and (ii) six (6) years from the Effective Time, and, in the event that any Action is pending or asserted or made during such period, until the disposition of any such Action, unless such amendment, modification or repeal is required by applicable Laws. From and after the Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective TimeLaw.

Indemnification of Officers and Directors. (a) From All rights to indemnification, advancement of expenses and after exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Effective Time (the “Company Indemnified Persons”) for their acts and omissions as directors, officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company as provided for in the respective organizational documents Company’s certificate of Parent and the Company incorporation or bylaws (as in effect as of the date hereof, of this Agreement) and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. From and after the Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individuals, or said Company Indemnified Persons (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior as of the date of this Agreement), shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the Effective Timefullest extent permitted by applicable law for a period of six years from the date on which the Merger becomes effective. Parent shall cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of current and former directors and officers of the Company and its Subsidiaries than are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 6.5(a).

Indemnification of Officers and Directors. (a) From Saffron and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects Merger Sub agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent Saffron or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent Saffron shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. From and after the Effective Time, Parent Saffron and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing written indemnification agreements listed in Section 5.5(a) of the Company Disclosure Schedule between the Company and such individuals, individuals or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Time.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent agrees that it shall, and shall cause the Surviving Corporation will fulfill to, indemnify and honor in all respects all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of hold harmless each present and former director, officer, employee, fiduciary, or agent officer and employee of Parent or the Company provided for or any of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the respective organizational documents of Parent and Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or any of its Subsidiaries, as the case may be, would have been permitted under Applicable Law and its respective Charter Documents in effect as of on the date hereofof this Agreement to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under Applicable Law). Without limiting the foregoing, Parent shall cause the Surviving Corporation and shall continue each of its Subsidiaries (i) to be honored and in full force and effect maintain for a period of not less than six (6) years after from the Effective Time; provided, however, that all rights Time provisions in its Charter Documents concerning the indemnification and exoneration (including provisions relating to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation expense advancement) of the Surviving Corporation will contain provisions with respect to indemnificationCompany’s and its Subsidiaries’ former and current officers, exculpation from liability directors, employees, and advancement of expenses agents that are at least as no less favorable as to those currently in Persons than the provisions of the Charter Documents of the Company Charter or such Subsidiary, as applicable, in each case, as of the date of this Agreement and Company Bylaws and during such six (6ii) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner respect that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. From and after the Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individuals, or (ii) required by the Company Charter or the Company Bylawsthose Persons thereunder, in each case case, except as in effect immediately prior to the Effective Timerequired by Applicable Law.

Indemnification of Officers and Directors. (a) From For a period of 6 years from and after the Effective TimeClosing Date, Parent Acquirer, and to the extent Surviving Corporation will fulfill and honor is still in all respects all rights existence, Surviving Corporation, agree to indemnification, exculpation or indemnify (including advancement of expenses now existing in favor of, expenses) and hold harmless all limitations on the personal liability past and present officers and directors of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in to the respective organizational documents of Parent and same extent such persons are indemnified by the Company in effect as of the date hereofAgreement Date pursuant to the Company’s Articles of Incorporation or Bylaws, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in agreements identified on the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal Disclosure Letter or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions under applicable Law for acts or omissions occurring which occurred at or prior to the Effective Time. Company may fund the purchase at Closing of (i) an extension to maintain Company’s and the individual directors’ and officers’ existing directors and officers insurance coverage for a period of 6 years from and after the Closing Date, and (ii) an extension to maintain Company’s and the individual directors’ and officers’ existing errors and omissions insurance coverage for a period of 6 years from and after the Closing Date. The Articles of Incorporation and Bylaws of the Surviving Corporation shall contain provisions with respect to indemnification and exculpation that are at least as favorable to the past and present officers and directors of the Company as those provisions contained in the Company’s Articles of Incorporation and Bylaws in effect on the date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of 6 years in any manner that would adversely affect the rights of the past and present officers and directors of the Company (unless such modification is required by applicable LawsLaw. From and after This indemnification shall not apply to any claim or action by any such officer or director brought against the Effective TimeCompany or any of its predecessors, Parent and the Surviving Corporation also agreesuccessors, jointly and severallyassigns, to indemnify and hold harmless the present and former officers, directors, employeesshareholders, fiduciaries employees or agents in response to or in connection with any claim brought by a and agents Indemnified Person (as defined below) pursuant to Article 10 of the Company in respect of acts this Agreement or omissions occurring prior to the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individuals, or (ii) required other agreement contemplated by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Timethis Agreement.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue Time until the disposition tenth anniversary of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director(the "Indemnification Period"), officerPaging Partners shall indemnify and hold harmless each current and former director and officer of BAP and each current and former director and officer of Paging Partners (each, employeean "Indemnitee") against any costs or expenses (including attorneys' fees), fiduciaryjudgments, fines, losses, claims, damages or agent liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Company in respect of actions or omissions pertaining to matters existing or occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. From and whether asserted or claimed prior to, at or after the Effective Time, Parent to the fullest extent that BAP or Paging Partners, as applicable, would have been permitted, under Delaware law and its Certificate of Incorporation and By-laws in effect as of the Surviving Corporation also agree, jointly and severallydate hereof, to indemnify such persons (including the advancing of expenses as incurred (including the cost of any investigation and hold harmless preparation incurred in connection therewith) to the present fullest extent permitted under Delaware law), provided that the Indemnitee to whom such expenses are advanced provides an undertaking to Paging Partners to repay such advance if it is ultimately determined that such person is not entitled to indemnification under Delaware law; provided, further, that any 79 of 122 determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under Delaware law and former officersthe Certificate of Incorporation and Bylaws of BAP or Paging Partners, directorsas applicable, employeesshall be made by independent counsel selected by Paging Partners (without participation by the Indemnitee and related parties) and reasonably satisfactory to such Indemnitee ("Independent Counsel"). If any claim or claims are asserted or made within the Indemnification Period, fiduciaries and agents of the Company all rights to indemnification hereunder in respect of acts or omissions occurring prior to any such claim shall continue until disposition of any and all such claims, irrespective of whether such disposition occurs within the Effective Time to the extent (i) provided in any existing indemnification agreements between the Company and such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective TimeIndemnification Period.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from and after the Effective TimeClosing Date, Parent and the Surviving Corporation will fulfill and honor in all respects all rights agree to indemnification, exculpation or indemnify (including advancement of expenses now existing in favor of, expenses) and hold harmless all limitations on the personal liability past and present officers and directors of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the Company’s certificate of incorporation or bylaws, indemnification agreements or under applicable Law for acts or omissions which occurred at or prior to the Effective Time. The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions with respect to indemnification and exculpation that are at least as favorable to the past and present officers and directors of the Company as those provisions contained in the respective organizational documents Company’s certificate of Parent incorporation and the Company bylaws in effect as of on the date hereof, and such provisions shall continue to not be honored and in full force and effect amended, repealed or otherwise modified for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent past and present officers and directors of the Company in respect of actions or omissions occurring at or prior to the Effective Time, (unless such modification is required by applicable LawsLaw. From and after This indemnification shall not apply to any claim or action by any such officer or director brought against the Effective TimeCompany or any of its predecessors, Parent and the Surviving Corporation also agreesuccessors, jointly and severallyassigns, to indemnify and hold harmless the present and former officers, directors, employeesstockholders, fiduciaries and employees or agents in response to or in connection with any claim brought by a Parent Indemnified Party (as defined below) pursuant to Article VIII of this Agreement. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company in respect of acts or omissions occurring prior and, to the Effective Time to knowledge of the extent (i) provided in Company, no basis exists for any existing indemnification agreements between the Company and such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Timeclaim for indemnification.

Indemnification of Officers and Directors. (a) From All rights to indemnification, advancement of expenses and after exculpation by the Company or any other Acquired Corporation existing in favor of the Indemnified Persons for their acts and omissions occurring prior to the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company as provided for in the respective certificate of incorporation, bylaws and other charter and organizational documents of Parent the applicable Acquired Corporation and as provided in any indemnification agreements between the Company Acquired Corporations and said Indemnified Persons in effect as of the date hereofof this Agreement, shall survive the Merger. All such rights and entitlements shall continue be observed by the Surviving Corporation and its Subsidiaries to be honored and in full force and effect the fullest extent available under applicable Legal Requirements for a period of six (6) years after from the Effective Time; provided, however, that all and any claim made requesting indemnification or advancement of expenses pursuant to such rights to indemnification in respect of any claims asserted or made within such six (6)-year period shall continue to be subject to this Section 6.4(a) and the rights provided under Section 6.4(b) until the disposition of such claim. The From the Effective Time until the sixth (6th) anniversary of the Effective Time, the certificate of incorporation incorporation, bylaws and other charter and organizational documents of the Surviving Corporation will and each of the other Acquired Corporations shall contain provisions no less favorable with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder exculpation of individuals who at any time prior to the Effective Time was a directorwere, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable LawsIndemnified Persons, than are presently set forth in the certificate of incorporation, bylaws and other charter and organizational documents of the Surviving Corporation and each of the other Acquired Corporations, as amended through the Effective Time. From and after the Effective Time until the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Corporation also agreesuch provisions shall not be amended, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts repealed or omissions occurring prior to the Effective Time to the extent (i) provided otherwise modified in any existing indemnification agreements between manner that would adversely affect the Company and rights of any such individualsindividuals under such certificate of incorporation, bylaws or (ii) required by the Company Charter other charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Timeorganizational documents.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent FSI and the Surviving Corporation will fulfill and honor in all respects Merger Subs agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent FSI or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Final Surviving Corporation Entity will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and Organizational Documents and, during such six (6) year period following the Effective Time, Parent FSI shall not and shall cause the Final Surviving Corporation Entity not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. From and after the Effective Time, Parent FSI and the Final Surviving Corporation Entity also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any existing written indemnification agreements listed in Section 5.5(a) of the Company Disclosure Schedule between the Company and such individuals, individuals or (ii) required by the Company Charter or the Company BylawsOrganizational Documents, in each case as in effect immediately prior to the Effective Time.