Common use of Certain Insurance and Indemnification Matters Clause in Contracts

Certain Insurance and Indemnification Matters. (a) The Acquiror Parties agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of the General Partner or the Partnership Entities existing as of the date of this Agreement, the effect of which would be to affect adversely the rights of any person serving as a member of the board of directors or officer of the General Partner or any Partnership Entity; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law. (b) The Acquiror Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served as a director of the General Partner at any time prior to the Closing Date (the “Covered Directors”), the Acquiror Parties shall cause the General Partner or the applicable Subsidiary of the MLP (A) to continue in effect the current director and officer liability or similar insurance policy or policies that the General Partner has as of the date of this Agreement, or (B) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a ‘tail’ or runoff policy (covering all claims, whether xxxxxx or inchoate, made during such six (6) year period), in each case so that each Covered Director has coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing to the same extent (including policy limits, exclusions and scope) as such Covered Director has coverage for such acts, events, occurrences or omissions under the director and officer insurance or similar policy maintained by the General Partner as of the date of this Agreement. (c) In the event that the General Partner or any Partnership Entity or any of their respective 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) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assigns, as the case may be, assume the obligations set forth in this Section 6.7.

Certain Insurance and Indemnification Matters. (a) The Acquiror Parties Acquirors agree thatthat all rights to indemnification, during the period that commences on 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 ends on the sixth (6thadministrators) anniversary of who is or was serving, or at any time prior to the Closing DateDate serves, it shall maintain 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 full force and effect and shall not cause any amendment, modification, waiver or termination to the respective Organizational Documents of the General Partner or the Partnership such TGE Entities existing 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 which 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 be to adversely affect adversely the indemnification or exculpation rights of any person serving as a member of the board of directors or officer of the General Partner or any Partnership Entity; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable LawCovered Person. (b) The Acquiror Parties Acquirors covenant and agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served Covered Person, including, for the avoidance of doubt, any such director, manager or officer that resigned or was removed effective as a director of the General Partner at any time prior Closing pursuant to the Closing Date (the “Covered Directors”)this Agreement, the Acquiror Parties Acquirors shall cause the General Partner or the such applicable Subsidiary of the MLP TGE Entity (Ai) to continue in effect the current director and officer fiduciary liability or similar insurance policy or policies that the General Partner such TGE Entity has as of the date of this Agreement, or (Bii) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer fiduciary liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a ‘“tail’ ” or runoff policy (covering all claims, whether xxxxxx or inchoate, made during such six (6) year period), in each case so that each Covered Director has case, providing coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing that is no less advantageous to the same extent each such Covered Person (including policy limits, exclusions and scope) as such Covered Director has coverage for Person as in existence as of the date of this Agreement covering such acts, events, occurrences or omissions under the director and officer fiduciary liability insurance or similar policy maintained by the General Partner TGE Entities as of the date of this Agreement; provided that Acquirors and the TGE Entities shall not be required to pay premiums for such insurance policy in excess of 300% of the current premium for such coverage, but shall purchase as much of such coverage as possible for such applicable amount. (c) In the event that the General Partner any Acquiror or any Partnership TGE Entity or any of their respective 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) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assignsassets, as the case may be, assume assumes the obligations set forth in this Section 6.76.9. (d) The provisions of this Section 6.9 shall survive the consummation of the transactions contemplated hereby for a period of six years; provided, however, that that in the event that any claim or claims for indemnification or advancement of expenses set forth in this Section 6.9 are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such claim or claims shall continue until the disposition of such claims. The provisions of this Section 6.9 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and its heirs and representatives against the TGE Entities, and (iii) shall be in addition to any other rights such Covered Person or its heirs and representatives have under the Organizational Documents of any TGE Entity or applicable Law. (e) This Section 6.9 shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Covered Person as provided herein except with the prior written consent of such Covered Person.

Certain Insurance and Indemnification Matters. (a) The Acquiror Parties agree 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 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 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 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 6.8(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 Acquiror shall cause each 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, Acquiror shall not, and shall not cause or permit any SRLP Entity to, amend, restate, waive or terminate any Organizational Document of the SRLP Entities in any manner that would adversely affect the indemnification or exculpation rights of any such Covered Person. (b) Acquiror covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of the General Partner or the Partnership Entities existing as of the date of this Agreement, the effect of which would be to affect adversely the rights of any person serving as a member of the board of directors or officer of the General Partner or any Partnership Entity; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law. (b) The Acquiror Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served Covered Person, including, for the avoidance of doubt, any such director, manager or officer that resigned or was removed effective as a director of the General Partner at any time prior Closing pursuant to the Closing Date (the “Covered Directors”)this Agreement, the Acquiror Parties shall cause the General Partner or the such applicable Subsidiary of the MLP SRLP Entity (Ai) to continue in effect the current director directors’ and officer officers’ liability or similar insurance policy or policies that the General Partner such SRLP Entity has as of the date of this Agreement, or (Bii) upon the termination or cancellation of any such policy or policies, (x) to provide director directors’ and officer officers’ liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a ‘“tail’ ” or runoff policy (covering all claims, whether xxxxxx cxxxxx or inchoate, made during such six (6) year period), in each case so that each Covered Director has case, providing coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing that is no less advantageous to the same extent each such Covered Person (including policy limits, exclusions and scope) as such Covered Director has coverage for Person as in existence as of the date of this Agreement covering such acts, events, occurrences or omissions under the director directors’ and officer officers’ liability insurance or similar policy maintained by the General Partner SRLP Entities as of the date of this Agreement; provided that Acquiror and the SRLP Entities shall not be required to pay annual premiums for such insurance policy in excess of 300% of the current annual premium for such coverage, but shall purchase as much of such coverage as possible for such applicable amount. (c) In the event that the General Partner Acquiror or any Partnership SRLP Entity or any of their respective 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) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assignsassets, as the case may be, assume assumes the obligations set forth in this Section 6.76.8. (d) The provisions of this Section 6.8 shall survive the consummation of the transactions contemplated hereby for a period of six years; provided, however, that that in the event that any claim or claims for indemnification or advancement of expenses set forth in this Section 6.8 are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such claim or claims shall continue until the disposition of such claims. The provisions of this Section 6.8 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and its heirs and representatives against the SRLP Entities, and (iii) shall be in addition to any other rights such Covered Person or its heirs and representatives have under the Organizational Documents of any SRLP Entity or applicable Law. (e) This Section 6.8 shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Covered Person as provided herein except with the prior written consent of such Covered Person. (f) Acquiror acknowledges that all insurance policies maintained by Seller and its Affiliates may be terminated as of the Closing with respect to the SRLP Entities. Seller shall use commercially reasonable efforts to assist Acquiror in obtaining new insurance for the SRLP Entities to be effective as of the Closing. If Acquiror is unable to obtain new insurance for the SRLP Entities effective as of the Closing, Seller shall use commercially reasonable efforts to maintain the SRLP Entities on Seller’s or its Affiliate’s insurance policies (at Acquiror’s or its desginee’s cost) for up to twelve-months following the Closing.

Certain Insurance and Indemnification Matters. (a) The Acquiror Parties Subject to Section 9.5(e), Acquirors agree that, during the period that commences on the Closing Date all rights to indemnification and ends on the sixth (6th) anniversary exculpation existing in favor of the Closing DateSubject Entities or any present or former director, it shall maintain manager, officer, employee, fiduciary or agent of the Subject Entities, as provided in full force and effect and shall not cause any amendment, modification, waiver or termination to the respective Organizational Documents of the General Partner or the Partnership Entities existing such Persons in effect as of the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of which not less than six years. For a period not less than six years, Acquirors shall not amend, restate, waive or terminate any Organizational Document of the Subject Entities in any manner that would be to adversely affect adversely the indemnification or exculpation rights of any person serving as a member of the board of directors such present or officer of the General Partner former director, manager, officer, employee, fiduciary or any Partnership Entity; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Lawagent. (b) The Acquiror Parties Acquirors covenant and agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served as a director director, manager or officer (each, a “Covered Person”) of any of the General Partner Subject Entities at any time prior to the Closing Date (Date, including, for the “Covered Directors”)avoidance of doubt, any such director, manager or officer that resigned or was removed effective as of the Acquiror Parties Closing pursuant to Section 7.8, Acquirors shall cause the General Partner or the such applicable Subsidiary of the MLP Subject Entity (Ai) to continue in effect the current director and officer fiduciary liability or similar insurance policy or policies that the General Partner such Subject Entity has as of the date of this Agreement, or (Bii) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer fiduciary liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a ‘tail’ or runoff policy (covering all claims, whether xxxxxx or inchoate, made during such six (6) year period), in each case so that each Covered Director Person has coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing to the same extent with substantially similar coverage (including policy limits, exclusions and scope) as such Covered Director Person has coverage for such acts, events, occurrences or omissions under the director and officer fiduciary liability insurance or similar policy maintained by the General Partner Subject Entities as of the date of this Agreement; provided that Acquirors and the Subject Entities shall not be required to pay premiums for such insurance policy in excess of 300% of the current premium for such coverage. (c) In the event that the General Partner any Acquiror or any Partnership Subject Entity or any of their respective 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) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assignsassets, as the case may be, assume the obligations set forth in this Section 6.77.9.

Certain Insurance and Indemnification Matters. (a) The Acquiror Parties agree 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 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 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 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 6.8(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 Acquiror shall cause each 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, Acquiror shall not, and shall not cause or permit any SRLP Entity to, amend, restate, waive or terminate any Organizational Document of the SRLP Entities in any manner that would adversely affect the indemnification or exculpation rights of any such Covered Person. (b) Acquiror covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of the General Partner or the Partnership Entities existing as of the date of this Agreement, the effect of which would be to affect adversely the rights of any person serving as a member of the board of directors or officer of the General Partner or any Partnership Entity; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law. (b) The Acquiror Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served Covered Person, including, for the avoidance of doubt, any such director, manager or officer that resigned or was removed effective as a director of the General Partner at any time prior Closing pursuant to the Closing Date (the “Covered Directors”)this Agreement, the Acquiror Parties shall cause the General Partner or the such applicable Subsidiary of the MLP SRLP Entity (Ai) to continue in effect the current director directors’ and officer officers’ liability or similar insurance policy or policies that the General Partner such SRLP Entity has as of the date of this Agreement, or (Bii) upon the termination or cancellation of any such policy or policies, (x) to provide director directors’ and officer officers’ liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a ‘“tail’ ” or runoff policy (covering all claims, whether xxxxxx or inchoate, made during such six (6) year period), in each case so that each Covered Director has case, providing coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing that is no less advantageous to the same extent each such Covered Person (including policy limits, exclusions and scope) as such Covered Director has coverage for Person as in existence as of the date of this Agreement covering such acts, events, occurrences or omissions under the director directors’ and officer officers’ liability insurance or similar policy maintained by the General Partner SRLP Entities as of the date of this Agreement; provided that Acquiror and the SRLP Entities shall not be required to pay annual premiums for such insurance policy in excess of 300% of the current annual premium for such coverage, but shall purchase as much of such coverage as possible for such applicable amount. (c) In the event that the General Partner Acquiror or any Partnership SRLP Entity or any of their respective 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) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assignsassets, as the case may be, assume assumes the obligations set forth in this Section 6.76.8. (d) The provisions of this Section 6.8 shall survive the consummation of the transactions contemplated hereby for a period of six years; provided, however, that that in the event that any claim or claims for indemnification or advancement of expenses set forth in this Section 6.8 are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such claim or claims shall continue until the disposition of such claims. The provisions of this Section 6.8 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and its heirs and representatives against the SRLP Entities, and (iii) shall be in addition to any other rights such Covered Person or its heirs and representatives have under the Organizational Documents of any SRLP Entity or applicable Law. (e) This Section 6.8 shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Covered Person as provided herein except with the prior written consent of such Covered Person. (f) Acquiror acknowledges that all insurance policies maintained by Seller and its Affiliates may be terminated as of the Closing with respect to the SRLP Entities. Seller shall use commercially reasonable efforts to assist Acquiror in obtaining new insurance for the SRLP Entities to be effective as of the Closing. If Acquiror is unable to obtain new insurance for the SRLP Entities effective as of the Closing, Seller shall use commercially reasonable efforts to maintain the SRLP Entities on Seller’s or its Affiliate’s insurance policies (at Acquiror’s or its desginee’s cost) for up to twelve-months following the Closing.

Certain Insurance and Indemnification Matters. (a) The Acquiror Parties agree 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, manager, member, general partner, fiduciary, employee, agent or trustee of any Subject 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 Subject Entity as an officer, director, manager, member, general partner, fiduciary, employee, agent 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 Subject Entities in effect as of the date of this Agreement or pursuant to any other agreements in effect on the date hereof (to the extent made available to Acquiror) 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 Acquiror shall cause each Subject 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, Acquiror shall not, and shall not cause or permit any Subject Entity to, amend, restate, waive or terminate any Organizational Document of the Subject Entities in any manner that would adversely affect the indemnification or exculpation rights of any such Covered Person. (b) Acquiror covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of the General Partner or the Partnership Entities existing as of the date of this Agreement, the effect of which would be to affect adversely the rights of any person serving as a member of the board of directors or officer of the General Partner or any Partnership Entity; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law. (b) The Acquiror Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served Covered Person, including, for the avoidance of doubt, any such director, manager or officer that resigned or was removed effective as a director of the General Partner at any time prior Closing pursuant to the Closing Date (the “Covered Directors”)this Agreement, the Acquiror Parties shall cause the General Partner or the such applicable Subsidiary of the MLP Subject Entity (Ai) to continue in effect the current director and officer fiduciary liability or similar insurance policy or policies that the General Partner such Subject Entity has as of the date of this Agreement, or (Bii) upon the termination or cancellation of any such policy or policies, (xA) to provide director and officer fiduciary liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (yB) to provide a ‘“tail’ ” or runoff policy (covering all claims, whether xxxxxx or inchoate, made during such six (6) year period), in each case so that each Covered Director has case, providing coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing that is no less advantageous to the same extent each such Covered Person (including policy limits, exclusions and scope) as such Covered Director has coverage for Person as in existence as of the date of this Agreement covering such acts, events, occurrences or omissions under the director and officer fiduciary liability insurance or similar policy maintained by the General Partner Subject Entities as of the date of this AgreementAgreement; provided that Acquiror and the Subject Entities shall not be required to pay premiums for such insurance policy in excess of 300% of the current premium for such coverage, but shall purchase as much of such coverage as possible for such applicable amount. (c) In the event that the General Partner Acquiror or any Partnership Subject Entity or any of their respective 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) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assignsassets, as the case may be, assume the obligations set forth in this Section 6.76.10. (d) The provisions of this Section 6.10 shall survive the consummation of the transactions contemplated hereby for a period of six years; provided, however, that in the event that any claim or claims for indemnification or advancement of expenses set forth in this Section 6.10 are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such claim or claims shall continue until the disposition of such claims. The provisions of this Section 6.10 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and its heirs and representatives against the Subject Entities, and (iii) shall be in addition to any other rights such Covered Person or its heirs and representatives have under the Organizational Documents of any Subject Entity or applicable Law. (e) This Section 6.10. shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Covered Person as provided herein except with the prior written consent of such Covered Person.