Common use of Charter Protections; Directors’ and Officers’ Liability Insurance Clause in Contracts

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of the Company or the Acquired Companies under Legal Requirement or as provided in the Organizational Documents of the Company or the Acquired Companies or in any indemnification agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) For a period of six (6) years after the Closing Date, at the sole expense of the Buyer, Buyer shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Buyer and the Acquired Companies, respectively (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous), with respect to claims arising from facts and events that occurred prior to the Closing Date. (c) If the Buyer or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Buyer assume the obligations set forth in this Section 7.9. (d) The provisions of this Section 7.9 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of the Buyer, the Company or an Acquired Company for all periods ending on or before the Closing Date and may not be changed without the consent of a majority of those Persons serving on the Buyer’s board of directors after the Closing Date who served on the Buyer’s board of directors or the Company or an Acquired Company’s board of directors, as applicable, immediately prior to the Closing Date.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of EdtechX and the Company or the Acquired Companies any of its Subsidiaries under Legal Requirement applicable law or as provided in the Organizational Charter Documents of EdtechX and the Company or the Acquired Companies and its Subsidiaries or in any indemnification agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) For a period of six (6) years after the Closing Date, at each of Holdco, the sole expense of Surviving Delaware Corporation, and the Buyer, Buyer Surviving Cayman Islands Company shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Buyer EdtechX and the Acquired CompaniesCompany, respectively (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous), with respect to claims arising from facts and events that occurred prior to the Closing Date. (c) If the Buyer Holdco or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Buyer Holdco assume the obligations set forth in this Section 7.97.10. (d) The provisions of this Section 7.9 7.10 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of EdtechX and the Buyer, the Company or an Acquired Company for all periods ending on or before the Closing Date and may not be changed without the consent of a majority of those Persons serving on the BuyerHoldco’s board of directors after the Closing Date who served on the BuyerEdtechX’s board of directors or the Company or an Acquired Company’s board of directors, as applicablethe case may be, immediately prior to the Closing Date.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of the Company or the Acquired Companies under Legal Requirement or as provided in the Organizational Documents of the Company or the Acquired Companies or in any indemnification agreements shall survive the Merger Sale and Purchase and shall continue in full force and effect in accordance with their terms. (b) For a period of six (6) years after the Closing Date, at each of Buyer and the sole expense of the Buyer, Buyer Acquired Companies shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Buyer and the Acquired Companies, respectively (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous), with respect to claims arising from facts and events that occurred prior to the Closing Date. (c) If the Buyer Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Buyer Company assume the obligations set forth in this Section 7.96.9. (d) The provisions of this Section 7.9 6.9 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of the Buyer, the Company or an Acquired Company for all periods ending on or before the Closing Date and may not be changed without the consent of a majority of those Persons serving on the Buyer’s board of directors after the Closing Date who served on the Buyer’s board of directors or the Company or an Acquired Company’s board of directors, as applicable, Board immediately prior to the Closing Date.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of each Person who is now, or has been at any time prior to the current directors and officers date hereof or who becomes prior to the Closing Date, an officer, director or manager of the Company or the Acquired Companies under Legal Requirement or Company Subsidiaries as provided in the Organizational Documents its articles of organization, the Company LLC Agreement, articles of incorporation, bylaws or the Acquired Companies or in any indemnification agreements under applicable Law shall survive the Merger and shall continue in full force and effect in accordance with their terms.transactions (b) For The Company shall, and Purchaser shall cause the Company and the Company Subsidiaries to, (i) maintain in effect for a period of six (6) years after the Closing Date, at the sole expense of the Buyerif available, Buyer shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Buyer the Company and the Acquired CompaniesCompany Subsidiaries immediately prior to the Closing Date (provided that the Company may substitute therefor policies, respectively (or policies of at least the same coverage and amounts and containing terms and conditions which that are no not less advantageousadvantageous to the directors, managers and officers of the Company and the Company Subsidiaries when compared to the insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors, managers and officers of the Company and the Company Subsidiaries, in each case with respect to claims arising from facts and out of or relating to events that which occurred on or prior to the Closing DateDate (including in connection with the transactions contemplated by this Agreement); provided that one hundred percent (100%) of the total premium for any such tail insurance policy (the “D&O Tail Premium”) shall be included as a Seller Expense. (c) If the Buyer Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Buyer Purchaser assume the obligations set forth in this Section 7.9. 6.07. (d) The provisions of this Section 7.9 6.07 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director director, manager or officer of the Buyer, Company or the Company or an Acquired Company Subsidiaries for all periods ending on or before the Closing Date and may not be changed without the consent of a majority of those Persons serving on the Buyer’s board of directors after the Closing Date who served on the Buyer’s board of directors or the Company or an Acquired Company’s board of directors, as applicable, immediately prior to the Closing DateSeller.