Common use of Continuing Indemnification Clause in Contracts

Continuing Indemnification. (a) For a period of 180 days from the Closing Date, regardless of any amendments of the Organizational Documents of the Company, Buyer shall cause the Company to honor and provide all rights to indemnification and advancement of expenses existing as of the Closing Date in favor of Seller, in its capacity as the sole member of the Company, and its Affiliates and their respective members, shareholders, partners, directors, officers, managers, employees, representatives, and agents (collectively, the “Member Indemnified Persons”), as provided in the Organizational Documents of the Company immediately prior to Closing; provided that, if any Claim or Claims are asserted or made within such 180 day period, all rights to indemnification and advancement of expenses in respect of such Claim or Claims shall continue until the final disposition of any and all such Claims. (b) The obligations of Buyer and the Company under this Section 5.17 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Member Indemnified Person to whom this Section 5.17 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected Member Indemnified Person (it being expressly agreed that the Member Indemnified Persons to whom this Section 5.17 applies shall be third-party beneficiaries of this Section 5.17, each of whom may enforce the provisions of this Section 5.17). (c) In the event Buyer, the Company or any of their respective successors or assigns, within 180 days of the Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.17. The agreements and covenants contained in this Section 5.17 shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the rights provided for in this Section 5.17 are not prior to, or in substitution for, any such claims under any such policies.

Continuing Indemnification. (a) For a period of 180 days from the Closing Date, regardless of any amendments of the Organizational Documents of the Company, Buyer shall agrees to cause the each Acquired Company to honor and provide ensure that all rights to indemnification and advancement of expenses now existing as of the Closing Date in favor of Sellereach member, in its capacity as the sole officer or manager of any Acquired Company, each member, manager, shareholder, partner, or officer of any Affiliate of such member of the any Acquired Company, and its Affiliates and their respective memberseach Person serving at the request of any Acquired Company as a member, shareholdersmanager, partnersofficer, directorsor director (or equivalent position) of another limited liability company, officerscorporation, managerspartnership, employeesjoint venture, representatives, and agents trust or other enterprise (collectively, the “Member Indemnified Persons”), as provided in the Organizational Documents respective governing documents and indemnification agreements to which any Acquired Company is a party on the date hereof, shall survive the Closing and shall continue in full force and effect for a period of not less than six years from the Company immediately prior to Closing; provided that, if any Claim or Claims are asserted or made within such 180 day period, all rights Closing Date and the indemnification agreements and the provisions with respect to indemnification and advancement of expenses limitations on liability set forth in respect of such Claim Organizational Documents shall not be amended, repealed or Claims shall continue until otherwise modified (unless required by Law) in a manner that is adverse to any such Person; provided, that in the final disposition of event any and all such Claims.49 (b) The obligations of Buyer and the Company Acquired Companies under this Section 5.17 6.17 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Member Indemnified Person to whom this Section 5.17 6.17 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected Member Indemnified Person (it being expressly agreed that the Member Indemnified Persons to whom this Section 5.17 6.17 applies shall be third-party beneficiaries of this Section 5.176.17, each of whom may enforce the provisions of this Section 5.176.17). (c) In the event Buyer, the an Acquired Company or any of their respective successors or assigns, within 180 days of the Closing Date assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the such Acquired Company, as the case may be, shall assume all of the obligations set forth in this Section 5.17. The agreements and covenants contained in this Section 5.17 shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the rights provided for in this Section 5.17 are not prior to, or in substitution for, any such claims under any such policies6.

Continuing Indemnification. (a) For a period of 180 days from the Closing Date, regardless of any amendments of the Organizational Documents of the Company, Buyer shall cause the Company to honor and provide all rights to indemnification and advancement of expenses existing as of the Closing Date in favor of Seller, in its capacity as the sole member of the Company, and its Affiliates and their respective members, shareholders, partners, directors, officers, managers, employees, representatives, and agents (collectively, the “Member Indemnified Persons”), as provided in the Organizational Documents of the Company immediately prior to Closing; provided that, if any Claim or Claims are asserted or made within such 180 day period, all rights to indemnification and advancement of expenses in respect of such Claim or Claims shall continue until the final disposition of any and all such Claims. (b) The obligations of Buyer and the Company under this Section 5.17 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Member Indemnified Person to whom this Section 5.17 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected Member Indemnified Person (it being expressly agreed that the Member Indemnified Persons to whom this Section 5.17 applies shall be third-party beneficiaries of this Section 5.17, each of whom may enforce the provisions of this Section 5.17). (c) In the event Buyer, the Company or any of their respective successors or assigns, within 180 days of the Closing Date Date, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.17. The agreements and covenants contained in this Section 5.17 shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the rights provided for in this Section 5.17 are not prior to, or in substitution for, any such claims under any such policies.

Continuing Indemnification. (a) For a period of 180 days from Buyer shall, and shall cause its subsidiaries (including after the Closing DateClosing, regardless of any amendments of the Organizational Documents of the Company) to, Buyer shall cause the Company to honor and provide ensure that all rights to exculpation, indemnification and advancement of expenses now existing as of the Closing Date in favor of Seller, in its capacity as the sole member of the Company, and its Affiliates and their respective members, shareholders, partners, directors, officers, managers, employees, representatives, and agents officers of the Company (collectively, the “Member D&O Indemnified Persons”), ) as provided in the Organizational Documents of respective governing documents and indemnification agreements, including Charter Documents, to which the Company immediately prior is a party, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. During such time period, the indemnification agreements and the provisions with respect to Closingindemnification and limitations on liability set forth in such Charter Documents shall not be amended, repealed or otherwise modified (unless required by Law) in a manner that is adverse to any such Person; provided that, if any Claim or Claims are asserted or made within such 180 day period, that all rights to indemnification and advancement of expenses in respect of any Proceeding arising out of or related to matters existing or occurring at or prior to the Closing and asserted or made within such Claim or Claims six-year period (each a “D&O Claim”) shall continue until the final disposition of any and all such ClaimsProceeding. (b) The obligations of Buyer and the Company under this Section 5.17 6.6 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely and materially any Member D&O Indemnified Person to whom this Section 5.17 6.6 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected Member Seller Indemnified Person Party (it being expressly agreed that the Member D&O Indemnified Persons to whom this Section 5.17 6.6 applies shall be third-third party beneficiaries of this Section 5.176.6, each of whom may enforce the provisions of this Section 5.176.6). (c) In the event that Buyer, the Company or any of their respective successors or assigns, within 180 days of the Closing Date assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets of the Company to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.176.6. The agreements and covenants contained in this Section 5.17 herein shall not be deemed to be exclusive of any other rights to which any Member D&O Indemnified Person is entitled, whether pursuant to Law, contract Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the rights provided for in this Section 5.17 6.6 are not prior to, or in substitution for, any such claims under any such policies.