Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) Buyer shall cause all rights to indemnification, advancement of reasonable expenses, and exculpation existing as of the date of this Agreement in favor of any present or former board member or officer of the Company or any of its Subsidiaries and the fiduciaries of any Employee Benefit Plan (collectively, the “Indemnified D&O Parties”), as provided in the Governing Documents of the Company or any of its Subsidiaries, or any agreement between an Indemnified D&O Party, on the one hand, and the Company or any of its Subsidiaries, on the other hand, set forth in Section 6.10 of the Disclosure Schedules, with respect to any matters occurring prior to or on the Closing Date, to survive the Transactions and the Closing and to continue in full force and effect (without amendment or modification) for a period of not less than six (6) years after the Closing Date (provided that the rights conferred by this Section 6.10 shall not apply to any Claim brought by or on behalf of the Representative, any Seller or any of its Affiliates against any Indemnified D&O Parties). Buyer shall cause the Company and its Subsidiaries to advance reasonable expenses in connection with such indemnification as provided in the Governing Documents of the Company or its Subsidiaries in effect on the date hereof or such other applicable agreements in effect on the date hereof subject to receipt of an undertaking from the Indemnified D&O Party. (b) In addition the foregoing, from and after the Closing, Buyer shall cause the Company and its Subsidiaries to indemnify all present or former board members or officers of the Company or any of its Subsidiaries to the fullest extent permitted by applicable Law with respect to all acts or omissions arising out of or relating to their services as board members or officers of the Company or any of its Subsidiaries, whether asserted or claimed before, on or after or occurring before, on or after the Closing Date (including claims by Sellers or other third parties in connection with the negotiation and execution of this Agreement or any of the other Transaction Documents and the consummation of the Transactions) other than (i) Claims by Buyer arising under this Agreement, the Transaction Documents or related to the Transaction or (ii) fines or penalties imposed by law or matters that are uninsurable as a matter of law. Any Indemnified D&O Parties wishing to claim indemnification under this Section 6.10(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Buyer and the Company thereof. In the event of any claim indemnification under this Section 6.10(b) for any such claim, action, suit, proceeding or investigation, (i) Buyer or the Company or any of its Subsidiaries shall have the right to assume the defense thereof and neither Buyer nor the Company nor any of its Subsidiaries shall be liable to such Indemnified D&O Parties under this Section 6.10(b) for any legal expenses of other counsel or any other expense subsequently incurred by such Indemnified D&O Parties in connection with the defense thereof, except that if Buyer or Company or any of its Subsidiaries elect not to assume such defense or counsel or the Indemnified D&O Parties advise that there are issues that raise conflicts of interest between Buyer or the Company or any of its Subsidiaries and the Indemnified D&O Parties, the Indemnified D&O Parties may retain counsel satisfactory to them, and Purchaser shall and shall cause the Company and its Subsidiaries to pay all reasonable fees and expenses of such counsel for the Indemnified D&O Parties promptly as statements therefor are received; provided, however, the Company and its Subsidiaries shall be obligated pursuant to this Section 6.10(b) to pay for only one firm of counsel for all Indemnified D&O Parties in any jurisdiction, (ii) the Indemnified D&O Parties will cooperate in the defense of any such matter and (iii) neither Buyer nor the Company nor any of its Subsidiaries shall be liable under this Section 6.10(b) for any settlement of such matter effected without the prior written consent of the Company; and provided, further, that neither Buyer nor the Company nor any of its Subsidiaries shall have any obligation under this Section 6.10(b) to any Indemnified D&O Parties if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such Indemnified D&O Parties in the manner contemplated by this Section 6.10(b) is prohibited by applicable Law. (c) If any Indemnified D&O Party is or becomes involved in any Claim in connection with any matter subject to indemnification hereunder, Buyer shall cause the Company and its Subsidiaries to, advance as incurred any costs or expenses (including reasonable legal fees and disbursements), judgments, fines, losses, Claims, damages, liabilities or obligations of any kind arising out of or incurred in connection with such Claim subject to receipt of an undertaking from the Indemnified D&O Party. In the event of any such Claim, (i) Buyer shall cause the Company and its Subsidiaries to cooperate with the Indemnified D&O Party in the defense of any such Claim and (ii) Buyer shall not (and Buyer shall cause the Company and its Subsidiaries not to) settle, compromise or consent to the entry of any judgment in any Claim pending or threatened to which an Indemnified D&O Party is a party (and in respect of which indemnification could be sought by such Indemnified D&O Party hereunder), unless such Indemnified D&O Party otherwise consents in writing. (d) Buyer hereby acknowledges that the Indemnified D&O Parties may have certain rights to indemnification, advancement of expenses or insurance provided by other Persons. Buyer hereby agrees that (i) Buyer and the Company and its Subsidiaries are the indemnitor of first resort (i.e., their obligations to the Indemnified D&O Parties are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Indemnified D&O Party are secondary), and (ii) Buyer and the Company and its Subsidiaries shall be required to advance the full amount of expenses incurred by any such Indemnified D&O Party and shall be liable for the full indemnifiable amounts, without regard to any rights any such Indemnified D&O Party may have against any such other Person. (e) Buyer shall purchase “tail” or “extended reporting period” coverage with respect to any directors and officers liability insurance policies, on terms substantially similar to those in effect as of the Closing Date (the “Existing D&O Policies”). Such coverage shall contain substantially the same coverage, limits of liability and terms and conditions as the Existing D&O Policies, and shall cover Claims made within the six (6) years after the Closing Date that arise out of or relate to events which occurred before or on the Closing Date (including in connection with the negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the Transactions), so long as the premiums for such insurance do not exceed 200% of the amounts paid by the Company for the Existing D&O Policies. (f) Each of the Indemnified D&O Parties entitled to the indemnification, liability limitation and exculpation set forth in this Section 6.10, together with such Person's heirs and legal representatives, is intended to be a third party beneficiary of this Section 6.10. The obligations of Buyer and the Company and its Subsidiaries under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any Indemnified D&O Party without the written consent of such affected Indemnified D&O Party. This Section 6.10 shall survive the consummation of the Transactions and shall be binding on all successors and assigns of Buyer or the Company or any of its Subsidiaries. The covenants contained in this Section 6.10 shall not be exclusive of any other right to which an Indemnified D&O Party is entitled, whether pursuant to Law, Contract or otherwise. In the event that Buyer or the Company (or any of its Subsidiaries) or any of their 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) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Buyer shall, and shall cause the Company and its Subsidiaries to, take all necessary action so that the successors or assigns of Buyer or the Company or any of its Subsidiaries, as the case may be, shall succeed to the obligations set forth in this Section 6.10.

Director and Officer Indemnification and Insurance. (a) Buyer shall cause agrees that all rights to indemnificationexculpation, indemnification and advancement of reasonable expenses, and exculpation existing as of expenses pursuant to the date of this Agreement in favor of any present or former board member or officer of the Company or any of its Subsidiaries and the fiduciaries of any Employee Benefit Plan (collectively, the “Indemnified D&O Parties”), as provided in the Governing Organizational Documents of the Company or any of its Subsidiaries, or any agreement between an Indemnified D&O Party, on the one hand, and the Company or any of its Subsidiaries, on the other hand, set forth in Section 6.10 of the Disclosure Schedules, with respect to any matters occurring prior to or on the Closing Date, to survive the Transactions and the Closing and to continue in full force and effect (without amendment or modification) for a period of not less than six (6) years after the Closing Date (provided that the rights conferred by this Section 6.10 shall not apply to any Claim brought by or on behalf of the Representative, any Seller or any of its Affiliates against any Indemnified D&O Parties). Buyer shall cause the Company and its Subsidiaries to advance reasonable expenses in connection with such indemnification as provided in the Governing Documents of the Company or its Subsidiaries in effect on the date hereof or such other applicable agreements in effect on the date hereof subject to receipt of an undertaking from the Indemnified D&O Party. (b) In addition the foregoing, from and after the Closing, Buyer shall cause the Company and its Subsidiaries to indemnify all present or former board members or officers of the Company or any of its Subsidiaries indemnification agreement to the fullest extent permitted by applicable Law with respect to all which any D&O Indemnified Person is party for acts or omissions arising out of occurring or relating existing on or prior to their services as board members or officers of the Company or any of its SubsidiariesClosing Date, whether now existing or asserted or claimed before, on or after or occurring beforeprior to, on or after the Closing Date (including claims by Sellers or other third parties in respect of any matters arising in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby), in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, officer, or employee of the other Transaction Documents Company or its Subsidiaries (each, a “D&O Indemnified Person”) shall survive the Closing Date and the consummation of the Transactions) other than (i) Claims by Buyer arising under this Agreement, the Transaction Documents or related transactions contemplated hereby and remain in full force and effect to the Transaction or (ii) fines or penalties imposed by law or matters that are uninsurable as a matter of law. Any Indemnified D&O Parties wishing to claim indemnification under this Section 6.10(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Buyer and the Company thereof. In the event of any claim indemnification under this Section 6.10(b) for any such claim, action, suit, proceeding or investigation, (i) Buyer or the Company or any of its Subsidiaries shall have the right to assume the defense thereof and neither Buyer nor the Company nor any of its Subsidiaries shall be liable to such Indemnified D&O Parties under this Section 6.10(b) for any legal expenses of other counsel or any other expense subsequently incurred by such Indemnified D&O Parties in connection with the defense thereof, except that if Buyer or Company or any of its Subsidiaries elect not to assume such defense or counsel or the Indemnified D&O Parties advise that there are issues that raise conflicts of interest between Buyer or the Company or any of its Subsidiaries and the Indemnified D&O Parties, the Indemnified D&O Parties may retain counsel satisfactory to them, and Purchaser shall and shall cause the Company and its Subsidiaries to pay all reasonable fees and expenses of such counsel for the Indemnified D&O Parties promptly as statements therefor are received; provided, however, the Company and its Subsidiaries shall be obligated pursuant to this Section 6.10(b) to pay for only one firm of counsel for all Indemnified D&O Parties in any jurisdiction, (ii) the Indemnified D&O Parties will cooperate extent provided in the defense following sentence. For a period of any such matter and (iii) neither Buyer nor the Company nor any of its Subsidiaries shall be liable under this Section 6.10(b) for any settlement of such matter effected without the prior written consent of the Company; and provided, further, that neither Buyer nor the Company nor any of its Subsidiaries shall have any obligation under this Section 6.10(b) to any Indemnified D&O Parties if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such Indemnified D&O Parties in the manner contemplated by this Section 6.10(b) is prohibited by applicable Law. (c) If any Indemnified D&O Party is or becomes involved in any Claim in connection with any matter subject to indemnification hereunder, Buyer shall cause the Company and its Subsidiaries to, advance as incurred any costs or expenses (including reasonable legal fees and disbursements), judgments, fines, losses, Claims, damages, liabilities or obligations of any kind arising out of or incurred in connection with such Claim subject to receipt of an undertaking from the Indemnified D&O Party. In the event of any such Claim, (i) Buyer shall cause the Company and its Subsidiaries to cooperate with the Indemnified D&O Party in the defense of any such Claim and (ii) Buyer shall not (and Buyer shall cause the Company and its Subsidiaries not to) settle, compromise or consent to the entry of any judgment in any Claim pending or threatened to which an Indemnified D&O Party is a party (and in respect of which indemnification could be sought by such Indemnified D&O Party hereunder), unless such Indemnified D&O Party otherwise consents in writing. (d) Buyer hereby acknowledges that the Indemnified D&O Parties may have certain rights to indemnification, advancement of expenses or insurance provided by other Persons. Buyer hereby agrees that (i) Buyer and the Company and its Subsidiaries are the indemnitor of first resort (i.e., their obligations to the Indemnified D&O Parties are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Indemnified D&O Party are secondary), and (ii) Buyer and the Company and its Subsidiaries shall be required to advance the full amount of expenses incurred by any such Indemnified D&O Party and shall be liable for the full indemnifiable amounts, without regard to any rights any such Indemnified D&O Party may have against any such other Person. (e) Buyer shall purchase “tail” or “extended reporting period” coverage with respect to any directors and officers liability insurance policies, on terms substantially similar to those in effect as of the Closing Date (the “Existing D&O Policies”). Such coverage shall contain substantially the same coverage, limits of liability and terms and conditions as the Existing D&O Policies, and shall cover Claims made within the six (6) years after the Closing Date that arise out Date, (i) Buyer shall not, and shall not permit the Company or its Subsidiaries to, amend, repeal or modify any provision in the Organizational Documents of the Company or relate its Subsidiaries relating to events which occurred before the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with the negotiation and execution of this Agreement and the other Transaction Documents transactions contemplated hereby), unless, and only to the consummation extent, required by applicable Law, it being the intent of the Transactions), so long as the premiums for parties that all such insurance do not exceed 200% of the amounts paid by the Company for the Existing D&O Policies. (f) Each of the Indemnified D&O Parties Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the indemnification, liability limitation and exculpation set forth in this Section 6.10, together with such Person's heirs and legal representatives, is intended to be a third party beneficiary of this Section 6.10. The obligations of Buyer and the Company and its Subsidiaries under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any Indemnified D&O Party without the written consent of such affected Indemnified D&O Party. This Section 6.10 shall survive the consummation of the Transactions and shall be binding on all successors and assigns of Buyer or the Company or any of its Subsidiaries. The covenants contained in this Section 6.10 shall not be exclusive of any other right to which an Indemnified D&O Party is entitled, whether pursuant to fullest extent permitted by applicable Law, Contract or otherwise. In the event that Buyer or the Company (or any of its Subsidiaries) or any of their 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) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Buyer shall, and shall cause the Company and its Subsidiaries to, take maintain in full force and effect any indemnification agreements of the Company or its Subsidiaries with any D&O Indemnified Person, in each case of clauses (i) and (ii) above, as in effect as of the date hereof. (b) Without limiting the generality of Section 5.13(a), from and after the Closing Date, Buyer shall, and shall cause the Company and its Subsidiaries (each, a “D&O Indemnifying Party”), to (i) indemnify, defend and hold harmless the D&O Indemnified Persons, to the fullest extent permitted by applicable Law, against all necessary action so D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed claim, action, inquiry, suit, proceeding or judgment, whether criminal, civil, administrative or investigative, whether now existing or asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby) to the extent based on, arising out of, relating to or in connection with the fact that the successors such D&O Indemnified Person is or assigns was a director, officer or employee of Buyer or the Company or any of its SubsidiariesSubsidiaries in such D&O Indemnified Person’s capacity as a director, as officer or employee of the case may beCompany or such Subsidiary (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Person, subject to receipt of an undertaking if such D&O Indemnified Person is not ultimately entitled to indemnification, all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor. For the purposes of this Section 5.13(b), “D&O Expenses” shall include attorneys’ fees, expert fees, arbitrator and mediator fees, and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to defend, to be a witness in or participate in, any D&O Indemnifiable Claim. In the event of any such D&O Indemnifiable Claim, Buyer and the Company and its Subsidiaries shall cooperate with the D&O Indemnified Person in the defense of any such D&O Indemnifiable Claim. Each of the Company and its Subsidiaries shall be a full indemnitor of first resort, shall succeed be required to advance the full amount of all D&O Expenses incurred by a D&O Indemnified Person and shall be liable for the full amount of all D&O Losses to the obligations set forth in this Section 6.10extent legally permitted and as required, without regard to any rights a D&O Indemnified Person may have against Seller, any of Seller’s Affiliates or any insurer providing insurance coverage under an insurance policy issued to Seller or any of its Affiliates.

Director and Officer Indemnification and Insurance. (a) Buyer shall cause The Purchaser agrees that all rights to indemnificationexculpation, indemnification and advancement of reasonable expensesexpenses pursuant to the Organizational Documents of the Acquired Companies or OMA or any indemnification agreement to which any D&O Indemnified Person is a party (true, complete, and exculpation existing correct copies of which have been made available to the Purchaser), in each case, as in effect as of the date of this Agreement in favor of any present Agreement, for acts or former board member omissions occurring on or officer of the Company or any of its Subsidiaries and the fiduciaries of any Employee Benefit Plan (collectively, the “Indemnified D&O Parties”), as provided in the Governing Documents of the Company or any of its Subsidiaries, or any agreement between an Indemnified D&O Party, on the one hand, and the Company or any of its Subsidiaries, on the other hand, set forth in Section 6.10 of the Disclosure Schedules, with respect to any matters occurring prior to or on the Closing Date, to survive the Transactions and the Closing and to continue in full force and effect whether (without amendment or modificationi) for a period of not less than six (6) years after the Closing Date (provided that the rights conferred by this Section 6.10 shall not apply to any Claim brought by or on behalf of the Representative, any Seller or any of its Affiliates against any Indemnified D&O Parties). Buyer shall cause the Company and its Subsidiaries to advance reasonable expenses in connection with such indemnification as provided in the Governing Documents of the Company or its Subsidiaries in effect on the date hereof or such other applicable agreements in effect on the date hereof subject to receipt of an undertaking from the Indemnified D&O Party. (b) In addition the foregoing, from and after the Closing, Buyer shall cause the Company and its Subsidiaries to indemnify all present or former board members or officers of the Company or any of its Subsidiaries to the fullest extent permitted by applicable Law with respect to all acts or omissions arising out of or relating to their services as board members or officers of the Company or any of its Subsidiaries, whether asserted or claimed before, on or after or occurring beforeprior to, on or after the Closing Date (including claims by Sellers or other third parties in respect of any matters arising in connection with the negotiation and execution of this Agreement and the Transactions), (ii) now existing or (iii) arising prior to Closing, in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, officer, employee or other fiduciary of an Acquired Company or OMA (each, a “D&O Indemnified Person”) shall survive the other Transaction Documents Closing Date and the consummation of the TransactionsTransactions and remain in full force and effect for a period of at least six (6) other than (i) Claims by Buyer arising under this Agreement, the Transaction Documents or related to the Transaction or (ii) fines or penalties imposed by law or matters that are uninsurable as a matter of law. Any Indemnified D&O Parties wishing to claim indemnification under this Section 6.10(b), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Buyer and the Company thereof. In the event of any claim indemnification under this Section 6.10(b) for any such claim, action, suit, proceeding or investigation, (i) Buyer or the Company or any of its Subsidiaries shall have the right to assume the defense thereof and neither Buyer nor the Company nor any of its Subsidiaries shall be liable to such Indemnified D&O Parties under this Section 6.10(b) for any legal expenses of other counsel or any other expense subsequently incurred by such Indemnified D&O Parties in connection with the defense thereof, except that if Buyer or Company or any of its Subsidiaries elect not to assume such defense or counsel or the Indemnified D&O Parties advise that there are issues that raise conflicts of interest between Buyer or the Company or any of its Subsidiaries and the Indemnified D&O Parties, the Indemnified D&O Parties may retain counsel satisfactory to them, and Purchaser shall and shall cause the Company and its Subsidiaries to pay all reasonable fees and expenses of such counsel for the Indemnified D&O Parties promptly as statements therefor are received; provided, however, the Company and its Subsidiaries shall be obligated pursuant to this Section 6.10(b) to pay for only one firm of counsel for all Indemnified D&O Parties in any jurisdiction, (ii) the Indemnified D&O Parties will cooperate in the defense of any such matter and (iii) neither Buyer nor the Company nor any of its Subsidiaries shall be liable under this Section 6.10(b) for any settlement of such matter effected without the prior written consent of the Company; and provided, further, that neither Buyer nor the Company nor any of its Subsidiaries shall have any obligation under this Section 6.10(b) to any Indemnified D&O Parties if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such Indemnified D&O Parties in the manner contemplated by this Section 6.10(b) is prohibited by applicable Law. (c) If any Indemnified D&O Party is or becomes involved in any Claim in connection with any matter subject to indemnification hereunder, Buyer shall cause the Company and its Subsidiaries to, advance as incurred any costs or expenses (including reasonable legal fees and disbursements), judgments, fines, losses, Claims, damages, liabilities or obligations of any kind arising out of or incurred in connection with such Claim subject to receipt of an undertaking from the Indemnified D&O Party. In the event of any such Claim, (i) Buyer shall cause the Company and its Subsidiaries to cooperate with the Indemnified D&O Party in the defense of any such Claim and (ii) Buyer shall not (and Buyer shall cause the Company and its Subsidiaries not to) settle, compromise or consent to the entry of any judgment in any Claim pending or threatened to which an Indemnified D&O Party is a party (and in respect of which indemnification could be sought by such Indemnified D&O Party hereunder), unless such Indemnified D&O Party otherwise consents in writing. (d) Buyer hereby acknowledges that the Indemnified D&O Parties may have certain rights to indemnification, advancement of expenses or insurance provided by other Persons. Buyer hereby agrees that (i) Buyer and the Company and its Subsidiaries are the indemnitor of first resort (i.e., their obligations to the Indemnified D&O Parties are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Indemnified D&O Party are secondary), and (ii) Buyer and the Company and its Subsidiaries shall be required to advance the full amount of expenses incurred by any such Indemnified D&O Party and shall be liable for the full indemnifiable amounts, without regard to any rights any such Indemnified D&O Party may have against any such other Person. (e) Buyer shall purchase “tail” or “extended reporting period” coverage with respect to any directors and officers liability insurance policies, on terms substantially similar to those in effect as of years following the Closing Date (the “Existing D&O Policies”)Date. Such coverage shall contain substantially the same coverage, limits For a period of liability and terms and conditions as the Existing D&O Policies, and shall cover Claims made within the six (6) years after the Closing Date that arise out Date, (A) the Purchaser shall not, and shall not permit any Acquired Company to, amend, repeal or modify any provision in any the Organizational Documents of the Acquired Companies or relate OMA relating to events which occurred before the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with the negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the Transactions), so long as unless, and only to the premiums for such insurance do not exceed 200% extent, required by applicable Law, it being the intent of the amounts paid by the Company for the Existing Parties that all such D&O Policies. (f) Each of the Indemnified D&O Parties Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the indemnificationfullest extent permitted by applicable Law, liability limitation and exculpation set forth in this Section 6.10that no change, together with modification or amendment of such Person's heirs documents or arrangements may be made that will materially and legal representatives, is intended to be a third party beneficiary of this Section 6.10. The obligations of Buyer and the Company and its Subsidiaries under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any such D&O Indemnified D&O Party Person’s rights thereto without the prior written consent of such affected D&O Indemnified D&O Party. This Section 6.10 shall survive Person, and (B) the consummation of the Transactions Purchaser shall, and shall be binding on all successors cause the Acquired Companies to, maintain in full force and assigns effect any indemnification agreements of Buyer or any Acquired Company and OMA with any D&O Indemnified Person. (b) In the event that the Purchaser, any Acquired Company or any of its Subsidiaries. The covenants contained in this Section 6.10 shall not be exclusive of any other right to which an Indemnified D&O Party is entitled, whether pursuant to Law, Contract or otherwise. In the event that Buyer or the Company (or any of its Subsidiaries) or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all fifty percent (50%) or substantially all more of its properties and other assets to any Person, then, and in each such case, Buyer shall, and proper provision shall cause the Company and its Subsidiaries to, take all necessary action be made so that the successors such successors, assigns or assigns of Buyer or the Company or any of its Subsidiaries, as the case may be, transferees shall succeed to expressly assume the obligations set forth in this Section 6.10‎Section 5.09. (c) Notwithstanding anything to the contrary contained herein or otherwise, the rights and benefits of the D&O Indemnified Persons under this ‎Section 5.09 shall not be terminated or modified in any manner as to adversely affect any D&O Indemnified Person without the prior written consent of such D&O Indemnified Person. The provisions of this ‎Section 5.09 are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person, his or her heirs and his or her executors, administrators and personal representatives, each of whom is an intended third-party beneficiary of this ‎Section 5.09, and are in addition to, and not in substitution for, any other rights, including rights to indemnification or contribution that any such Person may have by contract or otherwise. The provisions of this ‎Section 5.09 shall survive consummation of the Closing.