PERSON LISTED ON SCHEDULE 2.6(E) (I) AN EXECUTED
RELEASE OF CLAIMS IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY AND PURCHASER,
WHICH SHALL PROVIDE THAT THE RELEASE SHALL ONLY BECOME EFFECTIVE AT SUCH TIME
THAT THE COMPANY PAYS TO THE PERSON A CASH BONUS IN THE AMOUNT SET FORTH
OPPOSITE SUCH PERSON'S NAME ON SCHEDULE 2.6(E), AND (II) THE STOCK CERTIFICATES
REPRESENTING ALL SHARES OWNED BY SUCH PERSON AND A DULY EXECUTED LETTER OF
TRANSMITTAL, FOR DELIVERY TO THE PURCHASER ON OR PRIOR TO THE CLOSING DATE
PURSUANT TO SECTION 2.6(A) ABOVE.
ARTICLE 9
INDEMNIFICATION
9.1
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND
AGREEMENTS MADE BY ANY SELLER PARTY IN THIS AGREEMENT AND IN ANY OTHER
CERTIFICATE OR INSTRUMENT DELIVERED AT CLOSING OR OTHERWISE PURSUANT TO THIS
AGREEMENT SHALL SURVIVE THE CLOSING DATE.
9.2
INDEMNIFICATION BY THE SHAREHOLDER REPRESENTATIVE.
SUBJECT AT
ALL TIMES TO THE PROVISIONS OF SECTION 9.3 BELOW, THE SHAREHOLDER REPRESENTATIVE
SHALL INDEMNIFY PURCHASER, HOLDINGS, THE COMPANY, AND EACH OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUCCESSORS,
AND PERMITTED ASSIGNS (COLLECTIVELY, THE "PURCHASER PARTIES") AND HOLD EACH OF
THEM HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, DEMAND, CLAIM, ACTION, CAUSE
OF ACTION, COST, DAMAGE, DEFICIENCY, TAX, PENALTY, FINE OR EXPENSE, WHETHER OR
NOT ARISING OUT OF THIRD PARTY CLAIMS (INCLUDING INTEREST, PENALTIES, REASONABLE
ATTORNEYS' FEES AND EXPENSES IN RESPECT OF SUCH CLAIMS, COURT COSTS AND ALL
AMOUNTS PAID IN INVESTIGATION, DEFENSE OR SETTLEMENT OF ANY OF THE
FOREGOING) (COLLECTIVELY, "LOSSES" AND INDIVIDUALLY, A "LOSS") WHICH ANY SUCH
PURCHASER PARTY MAY SUFFER, SUSTAIN, OR BECOME SUBJECT TO, AS A RESULT OF OR
ARISING OUT OF:
(A)
ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY ANY
SELLER PARTY IN THIS AGREEMENT OR IN ANY OTHER CERTIFICATE OR INSTRUMENT
DELIVERED BY ANY SELLER PARTY AT CLOSING OR OTHERWISE PURSUANT TO THIS
AGREEMENT; OR
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(B)
ANY BREACH OF ANY COVENANT OR OBLIGATION TO BE PERFORMED BY
ANY SELLER PARTY PURSUANT TO THIS AGREEMENT PRIOR TO THE EFFECTIVE TIME; OR
(C)
ANY BREACH OF ANY COVENANT OR OBLIGATION TO BE PERFORMED BY
HANCOCK (INCLUDING, WITHOUT LIMITATION, IN ITS CAPACITY AS THE SHAREHOLDER
REPRESENTATIVE) PURSUANT TO THIS AGREEMENT AFTER THE EFFECTIVE TIME; OR
(D)
ANY ACTION, LAWSUIT, CLAIM, OR OTHER DEMAND BROUGHT OR MADE BY
ANY SHAREHOLDER WHO HAS NOT THEN DELIVERED TO PURCHASER A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL (TOGETHER WITH ALL STOCK CERTIFICATES
REPRESENTING THE SHARES OWNED BY SUCH SHAREHOLDER AS OF THE CLOSING DATE OR SUCH
LOST CERTIFICATE AFFIDAVIT AND RELATED INSTRUMENTS REASONABLY ACCEPTABLE TO
PURCHASER), ARISING AS A RESULT OF SUCH SHAREHOLDER'S STATUS AS A SHAREHOLDER,
INCLUDING (WITHOUT LIMITATION) ANY CLAIMS RELATED TO VIOLATIONS OF FEDERAL OR
STATE SECURITIES LAWS, ANY CLAIMS RELATED TO THE MERGER OR OTHER TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE EXERCISE OF ANY DISSENTERS' OR APPRAISAL
RIGHTS AS A RESULT OF THE MERGER, ANY CLAIMS RELATED TO THE RELATIVE LIQUIDATION
PREFERENCES OF THE SHARES, AND ANY CLAIMS RELATED TO THE SHAREHOLDERS AGREEMENT,
BUT EXCLUDING ANY CLAIMS AND CAUSES OF