Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. (a) The Surviving Entity shall, and Parent shall cause the Surviving Entity to, assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Articles, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Entity shall maintain in effect in the certificate of incorporation and bylaws or similar organizational documents of the Surviving Entity and its Subsidiaries, exculpation, indemnification and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.5.

Director and Officer Liability. (a) The Surviving Entity shall, and Parent shall cause the Surviving Entity to, assume the obligations with respect to all All rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, directors or officers or employees of the Company or and its Subsidiaries (the each, an “Indemnified PartiesPerson”) as provided in the Company Articles, the Certificate of Incorporation or Company Bylaws (or comparable organizational documents as in effect on the date of this Agreement, copies of which have been made available to Parent prior to the date hereof) and any indemnification Contract between such Indemnified Party and or other agreements of the Company or any of its Subsidiaries (in each case, as in effect on the date hereof (copies of which have been made available to Parent prior to the date hereof)) (the “Indemnification Agreements”) shall be assumed by Parent and the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Entity Corporation shall, and Parent shall maintain in cause the Surviving Corporation to, comply with and honor the foregoing obligations; provided that such obligations shall be subject to any limitation imposed from time to time under Applicable Law. Without limiting the generality or effect in the certificate of incorporation and bylaws or similar organizational documents of the Surviving Entity and its Subsidiariesforegoing, exculpation, indemnification and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From from and after the Effective Time, Parent shall, and shall cause the Surviving Entity Corporation to, (i) indemnify and hold harmless the Indemnified Persons to the fullest extent permitted (whether by Delaware Law, by any Applicable Laws, under the Company Certificate of Incorporation or Company Bylaws or in any Indemnification Agreement), (ii) fulfill and honor in all respect the obligations of the Company and its Subsidiaries to honorthe Indemnified Persons pursuant to (A) any Indemnification Agreement, and (C) indemnification, expense advancement and exculpation provisions set forth in accordance with their respective terms, each the Company Certificate of Incorporation and Company Bylaws or other charter or organizational documents of the covenants contained in this Section 7.5Company or any of its Subsidiaries (copies of which have been made available to Parent prior to the date hereof).

Director and Officer Liability. (a) The From and after the Closing Date, the Company, the Surviving Entity Corporation and their respective Subsidiaries shall, and Parent shall cause the Company, the Surviving Entity Corporation or any of their respective Subsidiaries, as the case may be, to: (i) indemnify, defend and hold harmless, against any costs or expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, assume all past and present directors and officers of the obligations with respect Company and each Company Subsidiary (in all of their capacities) (each, an “Indemnified Person”) to all rights the same extent such persons are indemnified or have the right to indemnification and exculpation from liabilities, including advancement of expenses, for acts expenses as of the Agreement Date by the Company or omissions occurring at or prior any Company Subsidiary pursuant to the Effective Time now existing in favor Company Charter Documents, the charter and organizational documents of the current Company Subsidiaries and the indemnification agreements in existence on the date hereof with any directors or former directors, officers or employees of the Company or its Subsidiaries any Company Subsidiary; and (the “Indemnified Parties”ii) as provided include and cause to be maintained in effect in the Company Articles, Company’s or the Company Bylaws Surviving Corporation’s (or any indemnification Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each casesuccessor’s), as in effect on the date hereof)case may be, without further action, as of the Effective Time charter and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For bylaws for a period of six (6) years from after the Effective TimeClosing Date, Parent and the Surviving Entity shall maintain in effect in the certificate current provisions regarding elimination of incorporation and bylaws or similar organizational documents liability of the Surviving Entity and its Subsidiaries, exculpationdirectors, indemnification of officers, directors and employees and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth contained in the Company’s Company Charter Documents. If the Company or the Surviving Corporation, as the case may be, or any of their respective successors or assigns (A) shall consolidate with or merge into any other corporations or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (B) shall transfer all or substantially all of its Subsidiaries’ certificate of incorporationproperties and assets to any individual, bylaws corporation or similar organizational documents as other entity, then and in effect as of each such case, proper provisions shall be made so that the date hereof or in any indemnification Contracts successors and assigns of the Company or its Subsidiaries with any Indemnified Party the Surviving Corporation, as the case may be, shall assume in effect as writing all of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained obligations set forth in this Section 7.55.7.

Director and Officer Liability. (a) The Surviving Entity shallParent shall not, and Parent shall cause the Surviving Entity Corporation not to, assume take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for or in connection with any acts or omissions occurring at or alleged to occur prior to or at the Effective Time now existing to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in favor of effect on the current or former directorsdate hereof, officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Articlesincluding, without limitation, the Company Bylaws adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any indemnification Contract between and all Damages arising out of acts or omissions in connection with any such Indemnified Party and person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such Subsidiaries. Such obligations shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsthe terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years from after the Effective Time, Parent and the Surviving Entity Corporation shall maintain cause to be maintained in effect effect, the current policies of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (the “Current Policies”); provided, however, that the Surviving Corporation may, and in the certificate of incorporation and bylaws or similar organizational documents event of the Surviving Entity cancellation or termination of such policies shall substitute therefor policies with reputable and its Subsidiaries, exculpation, indemnification financially sound carriers providing such coverage and advancement of expenses provisions amount and containing such terms and conditions that are no less favorable to the Indemnified Parties than those set forth covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of Effective Time under the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified PartyCurrent Policies; provided, further, however, that all rights in no event will the Surviving Corporation be required to indemnification expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of any Action pending or asserted or any claim made within such period shall continue until coverage prior to the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.5Closing.

Director and Officer Liability. (a) The Surviving Entity shall, and Parent shall cause the Surviving Entity Corporation to, assume and the obligations with respect Surviving Corporation shall, indemnify and hold harmless, to all rights to indemnification and exculpation from liabilitiesthe fullest extent permitted under applicable law, including advancement of expenses, for acts or omissions occurring at the individuals who on or prior to the Effective Time now existing in favor of the current or former directorswere officers, officers or directors and employees of the Company Honeywell or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Articlescollectively, the Company Bylaws "Indemnitees") with respect to all acts or any indemnification Contract between omissions by them in their capacities as such Indemnified Party and or taken at the Company request of Honeywell or any of its Subsidiaries (in each case, as in effect at any time on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from or prior to the Effective Time. In the event the Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or Parent shall assume the obligations of the Surviving Corporation or the Parent, as the case may be, as set forth in this Section 6.2. An Indemnitee shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the Surviving Corporation to assume and control the defense of such litigation, claim or proceeding, such Indemnitee shall have the right to employ separate counsel and to participate in the defense of such litigation, claim or proceeding, and the Surviving Entity Corporation shall maintain bear the reasonable fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Indemnitee if (i) the use of counsel chosen by the Surviving Corporation to represent such Indemnitee would present such counsel with a conflict of interest or (ii) such Indemnitee shall have legal defenses available to it or to other Indemnitees which are different from or in effect in addition to those available to the Surviving Corporation; provided, however, that the Indemnitee shall be required to deliver an undertaking to Honeywell as contemplated by Section 2 of Article VI of the restated certificate of incorporation and bylaws or similar organizational documents of the Honeywell. The Surviving Entity and its Subsidiaries, exculpation, indemnification and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those Corporation shall not settle any matter set forth in Section 6.2 of the Company’s Honeywell Disclosure Schedule unless the terms of the settlement provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and its Subsidiaries’ certificate of incorporation, bylaws impose no other obligations or similar organizational documents as duties on the Indemnitee and the settlement discharges all rights against Indemnitee with respect to such matter. Parent shall cause the Surviving Corporation to honor all indemnification agreements with Indemnitees (including under Honeywell's by-laws) in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, this Agreement in accordance with their respective terms, each the terms thereof. Honeywell has disclosed to Parent all such indemnification agreements prior to the date of the covenants contained in this Section 7.5Agreement.

Director and Officer Liability. (a) The Surviving Entity shallCorporation shall comply with all of the Company's and its respective Subsidiaries' obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages, liabilities and Parent shall cause the Surviving Entity toamounts paid in settlement in connection with any actual or threatened claim, assume the obligations action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative ("DAMAGES"), arising out of, relating to or in connection with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for any acts or omissions occurring at or alleged to occur prior to or at the Effective Time now existing to the extent provided under the Company's or such Subsidiaries' respective organizational and governing documents or agreements in favor effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the current Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons and any other present or former directors, officers or employees employee of the Company against any and all Damages arising out of acts or its Subsidiaries (omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the “Indemnified Parties”) as provided in request or for the Company Articles, the Company Bylaws or any indemnification Contract between such Indemnified Party and benefit of the Company or any of its Subsidiaries (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such Subsidiaries. Such obligations shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsthe terms of the Surviving Corporation's articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors or officers arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years from after the Effective Time, Parent and the Surviving Entity Corporation shall maintain cause to be maintained in effect the current policies of officers' and directors' liability insurance maintained on the date hereof by the Company and its respective Subsidiaries (the "CURRENT POLICIES"); PROVIDED, HOWEVER, that the Surviving Corporation may, and in the certificate of incorporation and bylaws or similar organizational documents event of the Surviving Entity cancellation or termination of such policies shall, substitute therefor policies with reputable and its Subsidiaries, exculpation, indemnification financially sound carriers providing at least the same coverage and advancement of expenses provisions amount and containing terms and conditions that are no less favorable to the Indemnified Parties than those set forth in covered persons (the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification "REPLACEMENT POLICIES") in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; PROVIDED, FURTHER, HOWEVER, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies; PROVIDED, FURTHER, HOWEVER, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase "tail" insurance coverage that provides coverage no less favorable than the coverage described above, PROVIDED that the Company shall not be required to pay any Action pending or asserted or any claim made within such period shall continue until the disposition amounts in respect of such Action or resolution of such claim. From and after coverage prior to the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.5Closing.

Director and Officer Liability. (a) The Surviving Entity shall, and Parent shall cause the Surviving Entity to, assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Articles, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from after the Effective TimeClosing Date, Parent shall, and shall cause the Company, the Surviving Corporation or any of their respective Subsidiaries, as the case may be, to: (i) indemnify, defend and hold harmless, against any costs or expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors and officers of the Company and each Company Subsidiary (in all of their capacities) (each, an “Indemnified Person”) to the same extent such persons are indemnified or have the right to advancement of expenses as of the Agreement Date by the Company or any Company Subsidiary pursuant to the applicable Company Charter Documents Table of Contents and the Surviving Entity shall maintain indemnification agreements in existence on the Agreement Date with any directors or officers of the Company or any Company Subsidiary; and (ii) include and cause to be maintained in effect in the certificate of incorporation Company’s or the Surviving Corporation’s (or any successor’s), as the case may be, charter and bylaws or similar organizational documents for a period of six (6) years after the Surviving Entity and its SubsidiariesClosing Date, exculpationthe current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the applicable Company Charter Documents; provided that the provisions that are no less favorable of this clause (ii) shall be deemed to have been satisfied by the Company purchasing a “tail” policy prior to the Indemnified Parties than those set forth Effective Time pursuant to Section 5.7(b). If the Company or the Surviving Corporation, as the case may be, or any of their respective successors or assigns: (A) shall consolidate with or merge into any other corporations or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (B) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the Company’s successors and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts assigns of the Company or its Subsidiaries with any Indemnified Party the Surviving Corporation, as the case may be, shall assume in effect as writing all of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained obligations set forth in this Section 7.55.7.

Director and Officer Liability. (a) The Surviving Entity Corporation shall, and Parent shall cause the Surviving Entity Corporation to, assume the obligations with respect to all rights to indemnification 38 and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company or its Subsidiaries (the “"Indemnified Parties”") as provided in the Company ArticlesCertificate of Incorporation, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Entity Corporation shall maintain in effect in the certificate of incorporation and bylaws or similar organizational documents of the Surviving Entity Corporation and its Subsidiaries, exculpation, indemnification and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth in the Company’s 's and its Subsidiaries’ ' certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.5.

Director and Officer Liability. (a) The Surviving Entity shallDuring the period beginning on the Closing Date and ending on the sixth (6th) anniversary thereof, and Parent shall cause the Company or Surviving Entity toCorporation, assume as the obligations with respect to all rights to indemnification and exculpation from liabilitiescase may be, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor extent permitted by applicable Legal Requirements, to: (i) indemnify, defend and hold harmless all past and present directors and officers of the current or former directors, officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Articles, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof), without further action, Acquired Corporations as of the Effective Time (such Persons, “Indemnified Persons”), against any costs or expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to such obligations shall survive Indemnified Persons to the Mergers and shall continue in full force and effect in accordance with their terms. For a period same extent such persons are indemnified or have the right to advancement of six (6) years from expenses as of the Effective Time, Parent Agreement Date by the Company pursuant to the Company Charter Documents and the Surviving Entity shall maintain indemnification agreements of the Company in existence on the date hereof with any directors and officers of the Company; and (ii) include and cause to be maintained in effect in the certificate of incorporation Company or the Surviving Corporation’s (or any successor’s), as the case may be, charter and bylaws or similar organizational documents the current provisions regarding elimination of the Surviving Entity and its Subsidiaries, exculpationliability of directors, indemnification of officers, directors and employees and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth contained in the Company’s Company Charter Documents. If the Company or the Surviving Corporation, as the case may be, or any of their respective successors or assigns: (A) shall consolidate with or merge into any other corporations or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (B) shall transfer all or substantially all of its Subsidiaries’ certificate of incorporationproperties and assets to any individual, bylaws corporation or similar organizational documents as other entity, then and in effect as of each such case, proper provisions shall be made so that the date hereof or in any indemnification Contracts successors and assigns of the Company or its Subsidiaries with any Indemnified Party the Surviving Corporation, as in effect as the case may be, shall assume all of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained obligations set forth in this Section 7.54.7.

Director and Officer Liability. (a) The Surviving Entity Corporation shall, and Parent shall cause the Surviving Entity Corporation to, assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company ArticlesCertificate of Incorporation, the Company Bylaws or any indemnification Contract between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Entity Corporation shall maintain in effect in the certificate of incorporation and bylaws or similar organizational documents of the Surviving Entity Corporation and its Subsidiaries, exculpation, indemnification and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.5.

Director and Officer Liability. (a) The Surviving Entity shallPurchaser agrees that, and Parent shall cause to the Surviving Entity tofullest extent permitted under Applicable Law, assume the obligations with respect to all rights to exculpation, indemnification and exculpation from liabilities, including advancement of expenses, expenses for acts or omissions occurring at or prior to the Effective Time now Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former directors, directors and officers or employees of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Articles, the Company Bylaws their respective articles of association or other organizational documents or in any indemnification Contract between such Indemnified Party and the Company agreement or any deed of its Subsidiaries (in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations indemnity shall survive the Mergers Transaction and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent to the fullest extent permitted under Applicable Law, Purchaser shall cause Company and the Surviving Entity shall its Subsidiaries to maintain in effect in the certificate of incorporation any and bylaws or similar organizational documents of the Surviving Entity and its Subsidiaries, all exculpation, indemnification and advancement of expenses provisions that are no less favorable to of the Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ certificate articles of incorporation, bylaws association or similar organizational documents as of Company and its Subsidiaries in effect as of at the date hereof of this Agreement or in any indemnification Contracts agreements of the Company or its Subsidiaries with any Indemnified Party as of their respective current or former directors or officers in effect as of at the date hereofof this Agreement, and to the fullest extent permitted under Applicable Law shall not permit Company or any of its Subsidiaries to amend, repeal or otherwise modify any such provisions or any such indemnification agreements or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of Company or its Subsidiaries in any manner that would adversely affect the rights thereunder of any Indemnified Partyindividuals who immediately before the Effective Time were current or former directors or officers of Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Action Proceeding or resolution of such claim. From and after Following the Effective Time, Parent Closing Purchaser shall cause Company to comply with the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each terms of the covenants contained in this Section 7.57.4(a).

Director and Officer Liability. For a period of six years, from and after the Closing, the Company and its Subsidiaries (aand their successors or assigns) The Surviving Entity shallshall indemnify and hold harmless the present and former officers, directors, employees and Parent shall cause agents of the Surviving Entity to, assume the obligations with Company and its Subsidiaries in respect to all rights to indemnification of acts and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at on or prior to the Effective Time now existing Closing Date to the fullest extent permitted by Law and as may be required by the entity’s certificate of incorporation, bylaws and/or other governing documents in favor of effect on the current date hereof or former directors, officers under any indemnification or employees of other agreement between such Person and the Company or its Subsidiaries (the “Indemnified Parties”) as provided such Subsidiary disclosed in the Company ArticlesDisclosure Letter and in effect on the date hereof (including advancement of expenses actually and reasonably incurred by him or her or on his or her behalf). At or prior to the Closing, the Company Bylaws shall purchase a “tail” director and officer liability insurance policy providing coverage for a period of six years following the Closing for acts and omissions of the individuals who were officers or any indemnification Contract between such Indemnified Party and directors of either the Company or any of its Subsidiaries prior to the Closing (“D&O Insurance”) with respect to matters arising at or prior to the Closing. The costs of any D&O Insurance obtained pursuant to this Section 8.5 shall be Transaction Expenses. Notwithstanding any provision to the contrary in each case, as in effect on the date hereof), without further action, as of the Effective Time and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent and the Surviving Entity shall maintain in effect this Agreement or in the certificate D&O Insurance, (a) no provision hereof or indemnification right in the D&O Insurance shall limit in any way the right of incorporation any Parent Indemnified Party to indemnification pursuant to Article XI or Article XII and bylaws (b) in no event shall Parent, the Company or similar organizational documents any of their respective successors and assigns have any obligation or liability of any kind whatsoever under this Section 8.5 to any Person with respect to indemnification, holding harmless, exculpation or expenses arising out of or relating to matters for which the Surviving Entity and its Subsidiaries, exculpation, indemnification and advancement of expenses provisions that Parent Indemnified Parties are no less favorable indemnified pursuant to Article XI or Article XII (without regard to the Indemnified Parties than those limitations set forth in the Company’s Sections 11.2 and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.511.3).

Director and Officer Liability. (a) The Surviving Entity shall, and Parent Purchaser shall cause the Surviving Entity Corporation to, assume and the obligations with respect Surviving Corporation shall, indemnify and hold harmless, to all rights to indemnification and exculpation from liabilitiesthe fullest extent permitted under applicable law, including advancement of expenses, for acts or omissions occurring at the individuals who on or prior to the Effective Time now existing in favor of the current or former directors, were officers or employees directors of the Company (collectively, the "Indemnitees") with respect to all acts or its Subsidiaries (omissions by them in their capacities as such or taken at the “Indemnified Parties”) as provided in request of the Company Articles, at any time on or prior to the Company Bylaws Effective Time. In the event the Surviving Corporation or any indemnification Contract between such Indemnified Party and the Company Purchaser or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its Subsidiaries (properties and assets to any Person, then and in each such case, as in effect on proper provisions shall be made so that the date hereof), without further actionsuccessors and assigns of the Surviving Corporation or the Purchaser shall assume the obligations of the Surviving Corporation or the Purchaser, as the case may be, as set forth in this Section 14.7. An Indemnitee shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the Effective Time Surviving Corporation to assume and control the defense of such obligations litigation, claim or proceeding, such Indemnitee shall survive have the Mergers right to employ separate counsel and shall continue to participate in full force and effect in accordance with their terms. For a period the defense of six (6) years from the Effective Timesuch litigation, Parent claim or proceeding, and the Surviving Entity Corporation shall maintain bear the reasonable fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Indemnitee if (x) the use of counsel chosen by the Surviving Corporation to represent such Indemnitee would present such counsel with a conflict of interest or (y) such Indemnitee shall have legal defenses available to it or to other Indemnitees which are different from or in effect in addition to those available to the Surviving Corporation; provided, however, that the Indemnitee may be required to deliver an undertaking to the Company if contemplated by the certificate of incorporation and bylaws or similar organizational documents of the Company. The Surviving Entity Corporation shall not settle any matter unless the terms of the settlement provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and its Subsidiariesimpose no other obligations or duties on the Indemnitee and the settlement discharges all rights against Indemnitee with respect to such matter. The Purchaser shall cause the Surviving Corporation to, exculpationand the Surviving Corporation shall, honor all indemnification and advancement of expenses provisions that are no less favorable to the Indemnified Parties than those set forth in agreements with Indemnitees (including under the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or similar organizational documents as 's by-laws) in effect as of the date hereof or in any indemnification Contracts of the Company or its Subsidiaries with any Indemnified Party as in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor, this Agreement in accordance with their respective terms, each of the covenants contained in this Section 7.5terms thereof. All such indemnification agreements are identified on Schedule 14.7(a).