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otherwise participate in any discussions or negotiations regarding, or furnish to any person any information, or otherwise cooperate with, any such transaction. Seller shall, and shall cause Company and Company Subsidiaries and their Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any sale of substantially all of the assets or equity securities or business of Company and Company Subsidiaries, taken as a whole, and request the prompt return or destruction of all confidential information previously furnished to any such person.

Section 5.7 Duty to Maintain Existing Rights to Indemnification .

(a) It is understood and agreed that all rights to indemnification by Company or any Company Subsidiary now existing in favor of each present and former director, officer and employee of Company or Company Subsidiaries (the “ Company Indemnified Parties ”) as provided in Company Certificate of Incorporation or Company Bylaws or organizational documents of Company Subsidiaries, in each case, as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing, and Buyer shall (i) following the Closing, cause Company and any of its successors or assigns to continue in full force and effect for a period of at least six years from the Closing Date and (ii) perform, or cause Company and any of its successors or assigns to perform, in a timely manner, Buyer’s and Company’s obligations with respect thereto. Buyer agrees that any claims for indemnification hereunder as to which they have received written notice prior to the sixth anniversary of the Closing Date shall survive, whether or not such claims shall have been finally adjudicated or settled as of such date.

(b) The provisions of this Section 5.7 will survive the Closing and are intended to be for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives. Buyer will pay or cause to be paid (as incurred) all expenses, including reasonable fees and expenses of counsel, that a Company Indemnified Party may incur in enforcing the indemnity and other obligations provided for in this Section 5.7 (subject to reimbursement if the Indemnified Party is subsequently determined not be entitled to indemnification under Section 5.7(a)).

(c) If Buyer or, following Closing, Company or any of their respective 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, to the extent necessary, proper provisions will be made so that the successors and assigns of Buyer or Company, as the case may be, will assume the obligations set forth in this Section 5.7.

Section 5.8 Public Announcements . Buyer and Seller shall consult with each other before issuing, and provide each other the opportunity to review, comment upon and approve (which approval shall not be unreasonably withheld), any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by Law or any listing agreement with a national securities exchange or trading system to which


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