Common use of Company D&O Indemnification and Insurance Clause in Contracts

Company D&O Indemnification and Insurance. (a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors, officers, members, managers and employees of the Company or any of its Subsidiaries, as provided in the Company's or any of its Subsidiaries' Governing Documents or otherwise in effect as of the date of the Closing, in either case, with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of six years and (ii) TopCo, the Company and its Subsidiaries will perform and discharge all obligations to provide such indemnity and exculpation during such six-year period. To the maximum extent permitted by applicable Law, during such six-year period, TopCo, the Company and its Subsidiaries shall advance expenses in connection with such indemnification as provided in the Company's or any of its Subsidiaries' Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Company's and its Subsidiaries' Governing Documents or other applicable agreements shall not, during such six-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, members, managers or employees of the Company (the "Company D&O Persons") to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to Closing and relating to the fact that such Company D&O Person was a director, officer, member, manager or employee of the Company or any of its Subsidiaries prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law. (b) TopCo shall not have any obligation under this Clause 7.4 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law. (c) The Company shall purchase, at or prior to the Closing, and TopCo shall maintain, or cause to be maintained, in effect for a period of six years after the Closing Date, without any lapse in coverage, "tail" insurance policy(ies) providing directors' and officers' liability insurance coverage for the benefit of those Persons who are covered by any comparable insurance policy(ies) of the Company or any of its Subsidiaries as of the date of this Agreement with respect to matters occurring on or prior to the Closing. Such "tail" insurance policy(ies) shall provide coverage on terms (including with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insureds than) the coverage provided under the Company's and its Subsidiaries' directors' and officers' liability insurance policy as of the Closing; provided that TopCo shall purchase the maximum coverage reasonably available on the market. (d) If TopCo or any of its respective successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of TopCo or the Company or any of its Subsidiaries shall assume all of the obligations set forth in this Clause 7.4. (e) The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Clause 7.4 are intended to be third-party beneficiaries of this Clause 7.4. This Clause 7.4 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of TopCo, the Company and the Company's Subsidiaries.

Company D&O Indemnification and Insurance. (a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors, officers, members, managers directors and employees officers of the Company or any of its SubsidiariesCompany, as provided in the a Company's or any of its Subsidiaries' ’s Governing Documents or otherwise in effect as of the date of the ClosingClosing Date, in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement Transactions and shall continue in full force and effect from and after the Closing for a period of six (6) years and (ii) TopCo, the Company and its Subsidiaries will perform and discharge all obligations to provide such indemnity and exculpation during such six-year six (6)-year period. To the maximum extent permitted by applicable Law, during such six-year six (6)-year period, TopCo, the Company and its Subsidiaries Plum shall advance expenses in connection with such indemnification as provided in the Company's or any of its Subsidiaries' ’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Company's and its Subsidiaries' ’s Governing Documents or other applicable agreements shall not, during such six-year six (6)-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, members, managers directors or employees officers of the Company (the "“Company D&O Persons"”) to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to Closing and relating to the fact that such Company D&O Person was a director, officer, member, manager director or employee officer of the Company or any of its Subsidiaries prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law. (b) TopCo Neither Plum nor the Company shall not have any obligation under this Clause 7.4 Section 9.10 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law. (c) The Company shall purchase, at or prior to the Closing, and TopCo Plum shall maintain, or cause caused to be maintained, in effect for a period of six (6) years after the Closing Date, without any lapse lapses in coverage, "a “tail" insurance policy(ies) ” policy providing directors' ’ and officers' ’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policy(ies) policies of the Company or any of its Subsidiaries as of the date of this Agreement with respect to matters occurring on or prior to the Closing. Such "“tail" insurance policy(ies) ” policy shall provide coverage on terms (including with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insureds insured than) the coverage provided under the Company's and its Subsidiaries' ’s directors' ’ and officers' ’ liability insurance policy policies as of the Closing; provided that TopCo shall purchase the maximum coverage reasonably available on the marketdate of this Agreement. (d) If TopCo Plum or any of its respective successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of TopCo Plum or the Company or any of its Subsidiaries shall assume all of the obligations set forth in this Clause 7.4Section 9.10. (e) The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Clause 7.4 Section 9.10 are intended to be third-party beneficiaries of this Clause 7.4Section 9.10. This Clause 7.4 Section 9.10 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of TopCo, the Company and the Company's ’s Subsidiaries.

Company D&O Indemnification and Insurance. (a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors, officers, members, managers officers and employees of the Company or any of its SubsidiariesCompany, as provided in the Company's or any of its Subsidiaries' ’s Governing Documents or otherwise in effect as of the date of the ClosingClosing Date, in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement Transactions and shall continue in full force and effect from and after the Closing for a period of six (6) years and (ii) TopCo, the Company and its Subsidiaries will perform and discharge all obligations to provide such indemnity and exculpation during such six-year six (6)-year period. To the maximum extent permitted by applicable Law, during such six-year six (6)-year period, TopCo, the Company and its Subsidiaries Plum shall advance expenses in connection with such indemnification as provided in the Company's or any of its Subsidiaries' ’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Company's and its Subsidiaries' ’s Governing Documents or other applicable agreements shall not, during such six-year six (6)-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, members, managers officers or employees of the Company (the "“Company D&O Persons"”) to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to Closing and relating to the fact that such Company D&O Person was a director, officer, member, manager officer or employee of the Company or any of its Subsidiaries prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law. (b) TopCo Neither Plum nor the Company shall not have any obligation under this Clause 7.4 Section 7.03 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law. (c) The Company shall purchase, at or prior to the Closing, and TopCo Plum shall maintain, or cause caused to be maintained, in effect for a period of six (6) years after the Closing Date, without any lapse lapses in coverage, "a “tail" insurance policy(ies) ” policy providing directors' ’ and officers' ’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policy(ies) policies of the Company or any of its Subsidiaries as of the date of this Agreement with respect to matters occurring on or prior to the Closing. Such "“tail" insurance policy(ies) ” policy shall provide coverage on terms (including with respect to coverage and amount) that are substantially the same as or better than (and no less favorable in the aggregate to the insureds insured than) the coverage provided under the Company's and its Subsidiaries' ’s directors' ’ and officers' ’ liability insurance policy policies as of the Closing; provided that TopCo shall purchase the maximum coverage reasonably available on the marketClosing Date. (d) If TopCo Plum or any of its respective successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of TopCo Plum or the Company or any of its Subsidiaries shall assume all of the obligations set forth in this Clause 7.4Section 7.03. (e) The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Clause 7.4 Section 7.03 are intended to be third-party beneficiaries of this Clause 7.4Section 7.03. This Clause 7.4 Section 7.03 shall survive the consummation of the transactions contemplated by this Agreement Transactions and shall be binding on all successors and assigns of TopCo, the Company and the Company's Subsidiaries.

Company D&O Indemnification and Insurance. (a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors, officers, members, managers and employees of the Company or any of its Subsidiaries, as provided in the Company's ’s or any of its Subsidiaries' ’ Governing Documents or otherwise in effect as of the date of the Closing, in either case, with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of six years and (ii) TopCo, the Company and its Subsidiaries will perform and discharge all obligations to provide such indemnity and exculpation during such six-year period. To the maximum extent permitted by applicable Law, during such six-year period, TopCo, the Company and its Subsidiaries shall advance expenses in connection with such indemnification as provided in the Company's ’s or any of its Subsidiaries' ’ Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Company's ’s and its Subsidiaries' ’ Governing Documents or other applicable agreements shall not, during such six-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, members, managers or employees of the Company (the "“Company D&O Persons"”) to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to Closing and relating to the fact that such Company D&O Person was a director, officer, member, manager or employee of the Company or any of its Subsidiaries prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law. (b) TopCo shall not have any obligation under this Clause 7.4 Section 7.04 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law. (c) The Company shall purchase, at or prior to the Closing, and TopCo shall maintain, or cause to be maintained, in effect for a period of six years after the Closing Date, without any lapse in coverage, "“tail" ” insurance policy(ies) providing directors' ’ and officers' ’ liability insurance coverage for the benefit of those Persons who are covered by any comparable insurance policy(ies) of the Company or any of its Subsidiaries as of the date of this Agreement with respect to matters occurring on or prior to the Closing. Such "“tail" ” insurance policy(ies) shall provide coverage on terms (including with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insureds than) the coverage provided under the Company's ’s and its Subsidiaries' ’ directors' ’ and officers' ’ liability insurance policy as of the Closing; Closing; provided that none of TopCo or SPAC shall be required to pay a premium for such “tail” insurance policy(ies) in excess of 250% of the most recent annual premium paid by the Company or its Subsidiaries prior to the date of this Agreement and, in such event, the Company or its Subsidiaries shall purchase the maximum coverage reasonably available on for 250% of the marketmost recent annual premium paid by the Company or its Subsidiaries prior to the date of this Agreement. (d) If TopCo or any of its respective successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of TopCo or the Company or any of its Subsidiaries shall assume all of the obligations set forth in this Clause 7.4Section 7.04. (e) The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Clause 7.4 Section 7.04 are intended to be third-party beneficiaries of this Clause 7.4Section 7.04. This Clause 7.4 Section 7.04 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of TopCo, the Company and the Company's ’s Subsidiaries.

Company D&O Indemnification and Insurance. (a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors, officers, members, managers and employees of the Company or any of its Subsidiaries, as provided in the Company's ’s or any of its Subsidiaries' ’ Governing Documents or otherwise in effect as of the date of the Closing, in either case, with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of six years and (ii) TopCo, the Company and its Subsidiaries will perform and discharge all obligations to provide such indemnity and exculpation during such six-year period. To the maximum extent permitted by applicable Law, during such six-year period, TopCo, the Company and its Subsidiaries shall advance expenses in connection with such indemnification as provided in the Company's ’s or any of its Subsidiaries' ’ Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Company's ’s and its Subsidiaries' ’ Governing Documents or other applicable agreements shall not, during such six-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, members, managers or employees of the Company (the "“Company D&O Persons"”) to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to Closing and relating to the fact that such Company D&O Person was a director, officer, member, manager or employee of the Company or any of its Subsidiaries prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law. (b) TopCo shall not have any obligation under this Clause 7.4 Section 7.04 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law. (c) The Company shall purchase, at or prior to the Closing, and TopCo shall maintain, or cause to be maintained, in effect for a period of six years after the Closing Date, without any lapse in coverage, "“tail" ” insurance policy(ies) providing directors' ’ and officers' ’ liability insurance coverage for the benefit of those Persons who are covered by any comparable insurance policy(ies) of the Company or any of its Subsidiaries as of the date of this Agreement with respect to matters occurring on or prior to the Closing. Such "“tail" ” insurance policy(ies) shall provide coverage on terms (including with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insureds than) the coverage provided under the Company's ’s and its Subsidiaries' ’ directors' ’ and officers' ’ liability insurance policy as of the Closing; provided that none of TopCo or Yucaipa shall be required to pay a premium for such “tail” insurance policy(ies) in excess of 350% of the most recent annual premium paid by the Company or its Subsidiaries prior to the date of this Agreement and, in such event, the Company or its Subsidiaries shall purchase the maximum coverage reasonably available on for 350% of the marketmost recent annual premium paid by the Company or its Subsidiaries prior to the date of this Agreement. (d) If TopCo or any of its respective successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of TopCo or the Company or any of its Subsidiaries shall assume all of the obligations set forth in this Clause 7.4Section 7.04. (e) The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Clause 7.4 Section 7.04 are intended to be third-party beneficiaries of this Clause 7.4Section 7.04. This Clause 7.4 Section 7.04 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of TopCo, the Company and the Company's ’s Subsidiaries.