Common use of Certain Insurance and Indemnification Matters Clause in Contracts

Certain Insurance and Indemnification Matters. (a) Acquirors agree that all rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities existing in favor of (x) any Person (together with such Person’s heirs, executors and administrators) who is or was, or at any time prior to the Closing Date becomes, an officer, director or manager of any TGE Entity or (y) any Person (together with such Person’s heirs, executors and administrators) who is or was serving, or at any time prior to the Closing Date serves, at the request of any TGE Entity as an officer, director, member, general partner, fiduciary or trustee of another Person (other than Persons solely providing, on a fee-for-services basis, trustee, fiduciary or custodial services) (each, a “Covered Person”), as provided in the respective Organizational Documents of such TGE Entities in effect as of the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Schedule 6.9(a), shall survive the Closing and shall continue in full force and effect for a period of not less than six years following the Closing Date, and Acquirors shall cause each TGE Entity to honor and maintain in effect all such rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities during such period. For a period of not less than six years, Acquirors shall not, and shall not cause or permit any TGE Entity to, amend, restate, waive or terminate any Organizational Document of the TGE Entities in any manner that would adversely affect the indemnification or exculpation rights of any such Covered Person.

Certain Insurance and Indemnification Matters. (a) Acquirors agree Acquiror agrees that all rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities existing in favor of (x) any Person (together with such Person’s heirs, executors and administrators) who is or was, or at any time prior to the Closing Date becomes, an officer, director or manager of any TGE SRLP Entity or (y) any Person (together with such Person’s heirs, executors and administrators) who is or was serving, or at any time prior to the Closing Date serves, at the request of any TGE SRLP Entity as an officer, director, member, general partner, fiduciary or trustee of another Person (other than Persons solely providing, on a fee-for-services basis, trustee, fiduciary or custodial services) (each, a “Covered Person”), as provided in the respective Organizational Documents of such TGE SRLP Entities in effect as of the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Schedule 6.9(a6.8(a), shall survive the Closing and shall continue in full force and effect for a period of not less than six years following the Closing Date, and Acquirors Acquiror shall cause each TGE SRLP Entity to honor and maintain in effect all such rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities during such period. For a period of not less than six years, Acquirors Acquiror shall not, and shall not cause or permit any TGE SRLP Entity to, amend, restate, waive or terminate any Organizational Document of the TGE SRLP Entities in any manner that would adversely affect the indemnification or exculpation rights of any such Covered Person.