OFFICERS CURRENTLY COVERED BY SUCH INSURANCE THAN
THOSE OF SUCH POLICY IN EFFECT ON THE DATE HEREOF (THE "MINIMUM INSURANCE);
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE SURVIVING CORPORATION BE REQUIRED
TO EXPEND PURSUANT TO THIS SECTION 6.02(C) MORE THAN $5,000,000.
(D)
THE PROVISIONS OF THIS SECTION 6.02 ARE
INTENDED TO BE FOR THE BENEFIT OF, AND SHALL BE ENFORCEABLE BY, EACH INDEMNITEE,
HIS OR HER HEIRS AND HIS OR HER REPRESENTATIVES.
(E)
IN THE EVENT THAT THE SURVIVING CORPORATION
OR ANY OF ITS SUCCESSORS OR ASSIGNS (I) CONSOLIDATES WITH OR MERGES INTO ANY
OTHER PERSON AND IS NOT THE CONTINUING OR SURVIVING CORPORATION OR ENTITY OF
SUCH CONSOLIDATION OR MERGER OR (II) TRANSFERS OR CONVEYS ALL OR SUBSTANTIALLY
ALL OF ITS PROPERTIES AND ASSETS TO ANY PERSON, THEN, AND IN EACH SUCH CASE,
PROPER PROVISION SHALL BE MADE SO THAT THE SUCCESSORS AND ASSIGNS OF THE
SURVIVING CORPORATION SHALL ASSUME ALL OF THE OBLIGATIONS THEREOF SET FORTH IN
THIS SECTION 6.02.
(F)
THE OBLIGATIONS OF PARENT AND THE
SURVIVING CORPORATION UNDER THIS SECTION 6.02 SHALL NOT BE TERMINATED OR
MODIFIED IN SUCH A MANNER AS TO ADVERSELY AFFECT ANY INDEMNITEE TO WHOM THIS
SECTION 6.02 APPLIES WITHOUT THE WRITTEN CONSENT OF THE AFFECTED INDEMNITEE (IT
BEING EXPRESSLY AGREED THAT THE INDEMNITEES TO WHOM THIS SECTION 6.02 APPLIES
SHALL BE THIRD PARTY BENEFICIARIES OF THIS SECTION 6.02).
(G)
PARENT, FROM AND AFTER THE ACCEPTANCE DATE,
SHALL UNCONDITIONALLY GUARANTEE THE TIMELY PAYMENT OF ALL FUNDS OWED BY, AND THE
TIMELY PERFORMANCE OF ALL OTHER OBLIGATIONS OF, THE SURVIVING CORPORATION UNDER
THIS SECTION 6.02. PARENT AGREES THAT ITS PAYMENT OBLIGATIONS HEREUNDER ARE
UNCONDITIONAL, IRRESPECTIVE OF THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
AGAINST THE SURVIVING CORPORATION OR ANY OTHER CIRCUMSTANCE WHICH MIGHT
OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A GUARANTOR
(OTHER THAN THE DEFENSES OF STATUTE OF LIMITATIONS, WHICH ARE NOT WAIVED).
PARENT HEREBY ACKNOWLEDGES THAT ITS OBLIGATIONS UNDER THIS SECTION 6.02
CONSTITUTE A GUARANTY OF PAYMENT AND NOT MERELY OF COLLECTABILITY AND PARENT
HEREBY WAIVES (I) PROMPTNESS, DILIGENCE, PRESENTMENT, DEMAND OF PAYMENT, PROTEST
AND ORDER IN CONNECTION WITH THIS GUARANTEE AND (II) ANY REQUIREMENT THAT ANY
PARTY ENFORCING THE GUARANTEE EXHAUST ANY RIGHT TO TAKE ANY ACTION AGAINST THE
SURVIVING CORPORATION OR ANY OTHER PERSON PRIOR TO OR CONTEMPORANEOUSLY WITH
PROCEEDING TO EXERCISE ANY RIGHT AGAINST PARENT HEREUNDER.
SECTION 6.03
Fees and Expenses. Except as otherwise provided
herein, all fees and expenses incurred in connection with this Agreement, the
Merger and the other transactions contemplated by this Agreement shall be paid
by the party incurring such fees or
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expenses, whether or not the Merger is consummated. All transfer, documentary,
sales, use, real property transfer, stock transfer, stamp, registration and
other similar Taxes and fees (including any penalties and interest) incurred in
connection with the transaction contemplated by this Agreement shall be borne
equally by the Company and Parent.
SECTION 6.04
Public Announcements. Parent and the Company
shall consult with each other before issuing, and