Common use of Certain Insurance and Indemnification Matters Clause in Contracts

Certain Insurance and Indemnification Matters. (a) The Buyer covenants and agrees that during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, the Buyer shall not, and shall cause the Acquired Companies not to, amend, modify, waive or terminate any of the indemnification and exculpation provisions of their respective Organizational Documents, the effect of which would be to affect adversely the rights of any person serving as a director, manager or officer of the Acquired Companies or any Indemnitee (as defined in the Partnership Agreement) existing as of the date of this Agreement under such provisions, except, in each case, as required by applicable Law. (b) The Buyer covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to (i) any person serving as a director, manager or officer of the Acquired Companies as of the date of this Agreement and any former director, manager or officer of the Acquired Companies appointed by the Sellers and (ii) any Indemnitee (as defined in the Partnership Agreement), the Buyer shall cause the Acquired Companies (A) to continue in effect the current director and officer liability or similar insurance policy or policies that the Acquired Companies have 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, in each case so that any person serving as a director, manager or officer of the Acquired Companies or any Indemnitee (as defined in the Partnership Agreement) as of the date of this Agreement, and any former director, manager or officer of the Acquired Companies appointed by the Sellers or former Indemnitee (as defined in the Partnership Agreement) 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 person has coverage for such acts, events, occurrences or omissions under the director and officer insurance or similar policy maintained by the Acquired Companies as of the date of this Agreement. (c) In the event that any Acquired Company or any of its 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 6.09. (d) From and after the date hereof, the Buyer hereby agrees to indemnify and hold the Seller Indemnified Parties harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Losses resulting from any Proceeding, demands or assessments arising out of or relating to the WPZ Transaction to the extent that such Losses are not otherwise recoverable pursuant to indemnification obligations of the Acquired Companies owing to such Seller Indemnified Parties or insurance policies held by the Acquired Companies covering such Seller Indemnified Parties.

Certain Insurance and Indemnification Matters. (a) The Buyer Each of EVA and Merger Sub agrees that all rights to indemnification and exculpation existing in favor of the Acquisition I Companies or any present or former director, manager, officer, employee, fiduciary, or agent of the Acquisition I Companies, as provided in the respective Organizational Documents of the Acquisition I Companies in effect as of the date of this Agreement (and immediately prior to the Effective Time), shall survive the Effective Time and shall continue in full force and effect for a period of not less than the applicable statute of limitations. Neither EVA nor Merger Sub shall amend, restate, waive, or terminate any Organizational Document of the Acquisition I Companies in any manner that would adversely affect the indemnification or exculpation rights of any such present or former director, manager, officer, employee, fiduciary, or agent as of immediately prior to the Effective Time. (b) Each of EVA and Merger Sub covenants and agrees that that, during the period that commences on at the Closing Date Effective Time and ends on the sixth (6th) anniversary of the Closing Date, the Buyer shall not, and shall cause the Acquired Companies not to, amend, modify, waive or terminate any of the indemnification and exculpation provisions of their respective Organizational Documents, the effect of which would be to affect adversely the rights of any person serving as a director, manager or officer of the Acquired Companies or any Indemnitee (as defined in the Partnership Agreement) existing as of the date of this Agreement under such provisions, except, in each case, as required by applicable Law. (b) The Buyer covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing DateEffective Time, with respect to (i) any person serving each individual who served as a manager, director, manager or officer of the Acquired Companies as any of the date of this Agreement and Acquisition I Companies at any former directortime prior to the Effective Time (each, manager or officer of the Acquired Companies appointed by the Sellers and (ii) any Indemnitee (as defined in the Partnership Agreementa “Covered Person”), the Buyer EVA and Merger Sub shall cause the Acquired Companies such Acquisition I Company (Ai) to continue in effect the current director and officer liability or similar insurance policy or policies policies, including director and officer liability insurance, that the Acquired Companies have such Acquisition I Company 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 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 policypolicy (covering all claims, whether cxxxxx or inchoate, made during such six (6) year period), in each case so that any person serving as a director, manager or officer of the Acquired Companies or any Indemnitee (as defined in the Partnership Agreement) as of the date of this Agreement, and any former director, manager or officer of the Acquired Companies appointed by the Sellers or former Indemnitee (as defined in the Partnership Agreement) each Covered Person has coverage thereunder for acts, events, occurrences occurrences, or omissions occurring or arising at or prior to the Closing Effective Time at least to the same extent (including policy limits, exclusions exclusions, and scope) as such person Covered Person has coverage for such acts, events, occurrences occurrences, or omissions under the director and officer liability insurance or similar policy maintained by the Acquired Acquisition I Companies as of the date of this Agreement. (c) In the event that any Acquired Company the Surviving Entity or any of its respective successors or assigns PledgeCo (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, 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 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 the acquiror of such assets or its respective successors and assignsassets, as the case may be, assume the obligations set forth in this Section 6.096.4(c). (d) From and after the date hereof, the Buyer hereby agrees to indemnify and hold the Seller Indemnified Parties harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Losses resulting from any Proceeding, demands or assessments arising out of or relating to the WPZ Transaction to the extent that such Losses are not otherwise recoverable pursuant to indemnification obligations of the Acquired Companies owing to such Seller Indemnified Parties or insurance policies held by the Acquired Companies covering such Seller Indemnified Parties.

Certain Insurance and Indemnification Matters. (a) The Buyer covenants and Partnership agrees that during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, the Buyer shall not, and shall cause the Acquired Companies not to, amend, modify, waive or terminate any of the all rights to indemnification and exculpation provisions existing in favor of their the Sponsor Entities or the General Partner or any present or former director, officer, employee, fiduciary or agent of the Sponsor Entities or the General Partner, as provided in the respective Organizational Documents, the effect of which would be to affect adversely the rights of any person serving as a director, manager or officer Documents of the Acquired Companies Sponsor Entities or any Indemnitee (as defined the General Partner in the Partnership Agreement) existing effect as of the date of this Agreement under Agreement, shall survive the Closing and shall continue in full force and effect for a period of not less than the applicable statute of limitations. The Partnership shall not amend, restate, waive or terminate any Organizational Document of the Sponsor Entities or the General Partner in any manner that would adversely affect the indemnification or exculpation rights of any such provisionspresent or former director, exceptofficer, in each caseemployee, as required by applicable Lawfiduciary or agent. (b) The Buyer Partnership covenants and agrees 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 (i) any person serving served as a director, manager director or officer of the Acquired Companies as any of the date of this Agreement and Sponsor Entities or the General Partner at any former director, manager time prior to the Closing Date or officer of the Acquired Companies appointed by the Sellers and (ii) any Indemnitee previously resigned or resigned pursuant to Section 2.3(a)(iii) (as defined in the Partnership Agreementeach, a “Covered Person”), the Buyer Partnership shall cause such Sponsor Entity or the Acquired Companies General Partner (A) to continue in effect the current director and officer liability or similar insurance policy or policies policies, including fiduciary liability insurance, that such Sponsor Entity or the Acquired Companies have 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 policypolicy (covering all claims, whether xxxxxx or inchoate, made during such six (6) year period), in each case so that any person serving as a director, manager or officer of the Acquired Companies or any Indemnitee (as defined in the Partnership Agreement) as of the date of this Agreement, and any former director, manager or officer of the Acquired Companies appointed by the Sellers or former Indemnitee (as defined in the Partnership Agreement) each Covered Person 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 person Covered Person has coverage for such acts, events, occurrences or omissions under the director and officer insurance or similar policy maintained by the Acquired Companies Sponsor Entities or the General Partner as of the date of this Agreement. (c) In the event that any Acquired Company Sponsor Entity or any of its respective successors or assigns the General Partner (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, 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 6.096.6. (d) From and after the date hereof, the Buyer hereby agrees to indemnify and hold the Seller Indemnified Parties harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Losses resulting from any Proceeding, demands or assessments arising out of or relating to the WPZ Transaction to the extent that such Losses are not otherwise recoverable pursuant to indemnification obligations of the Acquired Companies owing to such Seller Indemnified Parties or insurance policies held by the Acquired Companies covering such Seller Indemnified Parties.

Certain Insurance and Indemnification Matters. (a) The Buyer Each of EVA and Merger Sub agrees that all rights to indemnification and exculpation existing in favor of the Holdings’ Companies or the General Partner or any present or former director, officer, employee, fiduciary or agent of the Holdings’ Companies or the General Partner, as provided in the respective Organizational Documents of the Holdings’ Companies or the General Partner in each case in effect as of the date of this Agreement (and immediately prior to the Effective Time), shall survive the Effective Time and shall continue in full force and effect for a period of not less than the applicable statute of limitations. Neither EVA nor Merger Sub shall amend, restate, waive or terminate any Organizational Document of the Holdings’ Companies or the General Partner in any manner that would adversely affect the indemnification or exculpation rights of any such present or former director, officer, employee, fiduciary or agent as of immediately prior to the Effective Time. (b) Each of EVA and Merger Sub covenants and agrees that that, during the period that commences on at the Closing Date Effective Time and ends on the sixth (6th) anniversary of the Closing Date, the Buyer shall not, and shall cause the Acquired Companies not to, amend, modify, waive or terminate any of the indemnification and exculpation provisions of their respective Organizational Documents, the effect of which would be to affect adversely the rights of any person serving as a director, manager or officer of the Acquired Companies or any Indemnitee (as defined in the Partnership Agreement) existing as of the date of this Agreement under such provisions, except, in each case, as required by applicable Law. (b) The Buyer covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing DateEffective Time, with respect to (i) any person serving each individual who served as a director, manager director or officer of the Acquired Companies as any of the date of this Agreement and Holdings’ Companies or the General Partner at any former directortime prior to the Effective Time (each, manager or officer of the Acquired Companies appointed by the Sellers and (ii) any Indemnitee (as defined in the Partnership Agreementa “Covered Person”), the Buyer EVA and Merger Sub shall cause such Holdings’ Company or the Acquired Companies General Partner (A) to continue in effect the current director and officer liability or similar insurance policy or policies policies, including director and officer liability insurance, that such Holdings’ Company or the Acquired Companies have 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 policypolicy (covering all claims, whether xxxxxx or inchoate, made during such six (6) year period), in each case so that any person serving as a director, manager or officer of the Acquired Companies or any Indemnitee (as defined in the Partnership Agreement) as of the date of this Agreement, and any former director, manager or officer of the Acquired Companies appointed by the Sellers or former Indemnitee (as defined in the Partnership Agreement) each Covered Person has coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing Effective Time at least to the same extent (including policy limits, exclusions and scope) as such person Covered Person has coverage for such acts, events, occurrences or omissions under the director and officer liability insurance or similar policy maintained by the Acquired Holdings’ Companies or the General Partner as of the date of this Agreement. (c) In the event that any Acquired Holdings’ Company or any of its respective successors or assigns the General Partner (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, 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 the acquiror of such assets or its respective successors and assignsassets, as the case may be, assume the obligations set forth in this Section 6.096.4. (d) From and after the date hereof, the Buyer hereby agrees to indemnify and hold the Seller Indemnified Parties harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Losses resulting from any Proceeding, demands or assessments arising out of or relating to the WPZ Transaction to the extent that such Losses are not otherwise recoverable pursuant to indemnification obligations of the Acquired Companies owing to such Seller Indemnified Parties or insurance policies held by the Acquired Companies covering such Seller Indemnified Parties.