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

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired Companies, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies under this Section 6.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 applies shall be third-party beneficiaries of this Section 6.07, each of whom may enforce the provisions of this Section 6.07). (e) In the event Buyer, any Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.07.

Director and Officer Indemnification and Insurance. (a) Buyer agrees Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”), Company Operating Agreement shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, at its sole cost and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policiesexpense, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost Surviving Company shall, and Parent shall cause the Surviving Company to maintain in effect for a period of securing such “tail” six (6) years after the Closing Date, if available, the current policies of directors’ and officers’ liability insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid maintained by the Company for such insurance; immediately prior to the Closing Date (provided that the Surviving Company may substitute therefor policies, of at least the same coverage and provided, further, amounts and containing terms and conditions that if are not less advantageous to the annual premiums directors and officers of such the Company when compared to the insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with maintained by the greatest coverage available for a cost not exceeding such amountCompany as of the date hereof). (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer Parent and the Acquired Companies Surviving Company under this Section 6.07 5.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.05 applies shall be third-party beneficiaries of this Section 6.075.05, each of whom may enforce the provisions of this Section 6.075.05). (ed) In the event BuyerParent, any Acquired the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Parent or the Acquired CompaniesSurviving Company, as the case may be, shall assume all of the obligations set forth in this Section 6.075.05.

Director and Officer Indemnification and Insurance. (a) Buyer agrees Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing DateEffective Time, an officer or director of the Company or any of the Acquired Companiesincluded Subsidiary, as provided in the Organizational Documents certificate of incorporation or by-laws of the applicable Acquired CompanyCompany or such included Subsidiary, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)hereof, shall survive the Closing Date Effective Time and shall continue in full force and effect in accordance with their respective terms. (b) The Surviving Company shall, and Buyer Parent shall cause the Acquired Companies Surviving Company to (i) maintain in effect for a period of six (6) years after the Closing Date Effective Time, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Surviving Company may substitute therefor policies, of at least the same substantially equivalent coverage and amounts and containing terms and conditions that are not materially less advantageous in the aggregate to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies Company as of the date hereof), or (ii) obtain as of the Closing Date Effective Time “tail” insurance policies with a claims period of six (6) years from the Closing Date Effective Time with at least the same substantially equivalent coverage and amounts, and containing terms and conditions that are not materially less advantageous in the aggregate to the directors and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date Effective Time (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer Parent and the Acquired Companies Surviving Company under this Section 6.07 5.04 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.04 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.04 applies shall be third-party beneficiaries of this Section 6.075.04, each of whom may enforce the provisions of this Section 6.075.04). (ed) In the event BuyerParent, any Acquired the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Parent or the Acquired CompaniesSurviving Company, as the case may be, shall assume all of the obligations set forth in this Section 6.075.04.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents charter or by-laws of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a5.02(a) of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer Seller shall cause the Acquired Companies its directors and officers insurance policy coverage to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ be made available to all persons serving as Company directors and officers’ liability insurance maintained by the Company immediately officers prior to the Closing Date (provided that Closing, and shall submit any claims to the insurance carrier pursuant to the requests of such persons. In the event an indemnification payment is made by Buyer or the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous pursuant to the Organizational Documents of the Company or other agreement disclosed in Section 5.02(a) of the Disclosure Schedules as contemplated by Section 5.02(a), after Buyer or the Company has satisfied that portion of the self-insured retention applicable to the Company directors and officers, Buyer or the Company (as applicable) shall be subrogated to the rights of such directors or officers under the Seller’s directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall and be borne entitled to any insurance payment that would have been payable to such directors or officers if not for Buyer’s and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountCompany’s subrogation rights under this Section 5.02(b). (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Company under this Section 6.07 5.02 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.02 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.02 applies shall be third-party beneficiaries of this Section 6.075.02, each of whom may enforce the provisions of this Section 6.075.02). (ed) In the event Buyer, any Acquired the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.075.02.

Director and Officer Indemnification and Insurance. (a) Buyer agrees From and after the Effective Time, it is understood and agreed that all rights to indemnification, advancement of expenses and exculpation indemnification by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an present and former director and officer or director of any of the Acquired CompaniesCompany (the “Company D&O Indemnified Parties”), as provided in the Organizational Constitutive Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”), shall survive the Closing Date Merger for the duration of and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause be subject to the Acquired Companies to (i) maintain in effect for a period provisions of six (6) years after the Closing Date “tail” policy of the current policies of existing directors’ and officers’ liability insurance maintained by policies (the Company immediately prior “D & O Insurance”). (b) Buyer shall cause the Surviving Corporation to purchase a “tail” policy under the Closing Date Company’s existing D&O Insurance that (provided that i) has an effective term of six years from the Company may substitute therefor policiesEffective Time, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 amountscovers those persons who are currently covered, and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred will be covered on or prior to the Closing Date Effective Time, by the D&O Insurance in effect on the date hereof for actions and omissions occurring on or prior to the Effective Time and (iii) contains terms and conditions (including without limitation coverage amounts) that are at least as favorable in connection with the transactions contemplated by this Agreement). The cost aggregate as the terms and conditions of securing such “tail” insurance policy shall be borne and paid exclusively by Buyerthe D&O Insurance in effect on the date hereof. Notwithstanding the foregoing, in no event shall Buyer or the Surviving Corporation be required obligated to expend an aggregate amount for such tail policy in excess of 300175% of the annual premium currently paid by the Company in the year ending December 31, 2010 for such insurance; and provided, further, that if the annual premiums of such D&O Insurance in order to maintain or procure insurance coverage exceed such amount, Buyer shall be obligated pursuant to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountthis paragraph. (c) Effective as This Section 5.13 shall survive consummation of the ClosingMerger at the Effective Time, is intended to benefit the Company, Buyer, the Surviving Corporation and the Company D&O Indemnified Parties, and shall be binding on all successors and assigns of Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faithSurviving Corporation. (d) The obligations of Buyer and the Acquired Companies Surviving Corporation under this Section 6.07 5.13 shall not be terminated or modified in such a manner as to adversely affect any director or officer Company D&O Indemnified Parties to whom this Section 6.07 5.13 applies without the consent of such the affected director or officer Person (it being expressly agreed that the directors and officers Company D&O Indemnified Parties to whom this Section 6.07 5.13 applies shall be third-third party beneficiaries of this Section 6.07, each of whom may enforce the provisions of this Section 6.075.13). (e) In the event Buyer, any Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.07.

Director and Officer Indemnification and Insurance. (a) Buyer agrees Purchasers agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof of this Agreement or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents certificate of incorporation or by-laws of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof of this Agreement and disclosed in Section 6.07(a5.07(a) of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer Purchasers shall cause the Acquired Companies to Company to: (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies Company as of the date hereofof this Agreement), 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy ; provided, however, that the Company shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer not be required to expend pay an amount annual premium for the insurance policies in excess of 300% two hundred percent (200%) of the last annual premium currently paid by prior to the Company for such insurance; and provideddate of this Agreement or, furtherif less, that if the annual premiums cost of such insurance a policy providing coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance on the same terms as the Company’s existing policy with as of the greatest coverage available for a cost not exceeding such amountdate of this Agreement. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer Purchasers and the Acquired Companies Company under this Section 6.07 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.07 applies shall be third-party beneficiaries of this Section 6.075.07, each of whom may enforce the provisions of this Section 6.075.07). (ed) In the event BuyerPurchasers, any Acquired the Company or any of their respective successors or assigns assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Purchasers or the Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.075.07.

Director and Officer Indemnification and Insurance. (a) Buyer Group agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents articles of incorporation or by-laws of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a5.07(a) of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer Group shall cause the Acquired Companies Company to (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost payment of securing such all premiums and other costs associated with the insurance policies described in this Section 5.07(b) shall be the sole responsibility of Sellers and shall be deemed Company Transaction Expenses. The Company shall, and Buyer Group shall cause the Company to deliver to Sellers complete and correct copies of the aforementioned “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoingpolicies, in no event shall Buyer be required to expend an amount in excess including reasonably detailed evidence of 300% payment of the annual premium currently paid by aforementioned premiums and other costs, promptly following the Company for such insurance; and provided, further, that if the annual premiums Company’s receipt of such insurance coverage exceed policies and payment of such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountamounts. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer Group and the Acquired Companies Company under this Section 6.07 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.07 applies shall be third-party beneficiaries of this Section 6.075.07, each of whom may enforce the provisions of this Section 6.075.07). (ed) In the event Parent, Buyer, any Acquired the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Parent, Buyer or the Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.075.07.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by any of the Acquired Companies Subsidiary LLCs now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesSubsidiary LLCs, as provided in the Organizational Documents articles of the applicable Acquired Companyorganization or operating agreement of each Subsidiary LLC, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company Each Subsidiary LLC shall, and Buyer shall cause the Acquired Companies each Subsidiary LLC to (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ ' and officers’ ' liability insurance maintained by the Company respective Subsidiary LLC immediately prior to the Closing Date (provided that the Company any Subsidiary LLC may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies respective Subsidiary LLC when compared to the insurance maintained by the Acquired Companies such Subsidiary LLC 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 and officers of the Acquired Companiesrespective Subsidiary LLC, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and each of the Acquired Companies Subsidiary LLCs under this Section 6.07 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.07 applies shall be third-party beneficiaries of this Section 6.075.07, each of whom may enforce the provisions of this Section 6.075.07). (ed) In the event Buyer, any Acquired Company each of the Subsidiary LLCs or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired Companiessuch Subsidiary LLC, as the case may be, shall assume all of the obligations set forth in this Section 6.075.07.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents articles of association of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a5.07(a) of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies Company to (i) maintain in effect for a period of six five (65) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six five (65) 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost payment of securing such all premiums and other costs associated with the insurance policies described in this Section 5.07(b) shall be the sole responsibility of Seller and shall be deemed Company Transaction Expenses. The Company shall, and Buyer shall cause the Company to deliver to Seller complete and correct copies of the aforementioned “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoingpolicies, in no event shall Buyer be required to expend an amount in excess including reasonably detailed evidence of 300% payment of the annual premium currently paid by aforementioned premiums and other costs, promptly following the Company for such insurance; and provided, further, that if the annual premiums Company’s receipt of such insurance coverage exceed policies and payment of such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountamounts. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Company under this Section 6.07 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.07 applies shall be third-third- party beneficiaries of this Section 6.075.07, each of whom may enforce the provisions of this Section 6.075.07). (ed) In the event Buyer, any Acquired the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.075.07.

Director and Officer Indemnification and Insurance. (a) Buyer agrees RDE and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies CardCash now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCardCash, as provided in the Organizational Documents certificate of the applicable Acquired Companyincorporation or bylaws of CardCash, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”on Schedule 5.15(a), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company Surviving Corporation shall, and Buyer RDE shall cause the Acquired Companies Surviving Corporation to (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company CardCash immediately prior to the Closing Date (provided that the Company Surviving Corporation may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies CardCash when compared to the insurance maintained by the Acquired Companies CardCash 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 and officers of CardCash when compared to the Acquired Companiesinsurance maintained by CardCash as of the date hereof, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer RDE and the Acquired Companies Surviving Corporation under this Section 6.07 5.15 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.15 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.15 applies shall be third-party beneficiaries of this Section 6.075.15, each of whom may enforce the provisions of this Section 6.075.15). (ed) In the event BuyerRDE, any Acquired Company the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 RDE or the Acquired CompaniesSurviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.075.15.

Director and Officer Indemnification and Insurance. (a) Buyer agrees Buyers agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired LiveArea Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired LiveArea Companies, as provided in the Organizational Documents certificate of incorporation, by-laws or other organizational documents, as applicable, of the applicable Acquired CompanyLiveArea Companies, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a5.05(a) of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms; provided, however, that that Buyers shall be permitted to revise any such indemnification, advancement of expenses and exculpation provisions in the certificate of incorporation, by-laws or other organizational documents, as applicable, of the LiveArea Companies (i) when required by applicable Law or (ii) to the extent such revisions are no less favorable to each Person who is now, or has been at any time prior to the date hereof, an officer or director of the LiveArea Companies. (b) The Company shall, and Buyer Parent shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by for the Company directors and officers of the LiveArea Companies immediately prior to the Closing Date (provided that the Company Parent may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired LiveArea Companies when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired LiveArea Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreementthe Transaction Documents). The , with the cost of securing such “tail” insurance policy shall be borne and policies paid exclusively for by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountParent. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer Buyers and the Acquired LiveArea Companies under this Section 6.07 5.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.05 applies shall be third-party beneficiaries of this Section 6.075.05, each of whom may enforce the provisions of this Section 6.075.05). (ed) In the event BuyerBuyers, any Acquired Company the LiveArea Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Buyers or the Acquired LiveArea Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.075.05.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that that, subject to Section 5.9, all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any Board Member of the Acquired CompaniesCompany, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shallSellers represent and warrant that, and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that Closing, the Company may substitute therefor policieshas obtained, of at least the same coverage and amounts provided to Buyer true, complete and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereof)correct copies of, 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 such directors and officers and the Company, as the policies of directors’ and officers’ liability insurance currently maintained by the Acquired CompaniesCompany, in each case with respect to claims Proceedings arising out of or relating to events which that occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement) (the “Tail Policy”). The cost of securing such “tail” insurance policy Buyer shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by cause the Company to maintain the Tail Policy in full force and effect for such insurance; and provided, further, that if the annual premiums term of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountTail Policy. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies under pursuant to this Section 6.07 5.4 shall not be terminated terminated, limited or modified in such a manner as to adversely affect any director Board Member, officer or officer manager to whom this Section 6.07 5.4 applies without the prior written consent of such affected director Board Member, officer or officer manager (it being expressly agreed that the directors Board Members, officers and officers managers to whom this Section 6.07 applies 5.4 may apply shall be third-party beneficiaries of this Section 6.075.4, each of whom may enforce the provisions of this Section 6.075.4 as if such Board Member, officer or manager were a party hereto). (ed) In the event Buyer, any Acquired Company Buyer or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired Companies, as the case may be, shall expressly assume all of the obligations set forth in this Section 6.075.4.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents certificate of formation or limited liability company agreement of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a5.05(a) of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.. ACTIVE 209289734v.13 (b) The Either: (i) the Company shall, and Buyer shall cause the Acquired Companies to (i) Company to, maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ ' and officers’ ' liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies Company as of the date hereof), or ; or (ii) obtain prior to the Closing, the Company shall, or if the Company is unable to, Buyer shall cause the Company as of the Closing Date to, obtain “tail” insurance policies reasonably acceptable to both the Company and Buyer 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Company under this Section 6.07 5.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.05 applies shall be third-party beneficiaries of this Section 6.075.05, each of whom may enforce the provisions of this Section 6.075.05). (ed) In the event Buyer, any Acquired the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.075.05.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer officer, manager, managing member or director of any of the Acquired Companies, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreementhereof, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a6.05(a) of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies under this Section 6.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 6.05 applies shall be third-party beneficiaries of this Section 6.076.05, each of whom may enforce the provisions of this Section 6.076.05). (ed) In the event Buyer, that any Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired Companies, as the case may be, Companies shall assume all of the obligations set forth in this Section 6.076.05.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnificationexculpation, indemnification and advancement of expenses pursuant to the Organizational Documents of the Transferred Group Companies or any indemnification agreement set forth on Section 5.19(a) for acts or omissions occurring on or prior to the Closing Date, whether (i) asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and exculpation by the Acquired Companies transactions contemplated hereby), (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 hereof, or who becomes prior to the Closing DateClosing, an a director, manager or officer or director of any of the Acquired Companiesa Transferred Group Company (each, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the a “D&O ProvisionsIndemnified Person”), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of at least six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to Date, survive the Closing Date (provided that and the Company may substitute therefor policies, consummation of the transactions contemplated hereby and remain in full force and effect. For a period of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 after the Closing Date, (A) Buyer shall not, and shall not permit any Transferred Group Company to, amend, repeal or modify, in each case, in any manner adverse to a D&O Indemnified Person, any provision in any Transferred Group Company’s Organizational Documents relating to 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 at least this Agreement, any Ancillary Agreement and the same coverage transactions contemplated hereby and amountsthereby) in a manner adverse to such D&O Indemnified Persons, unless, and containing terms and conditions that are not less advantageous only to the directors and officers extent, required by applicable Law, it being the intent of the Acquired Parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by the Organizational Documents of the Transferred Group Companies, and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the prior written consent of such D&O Indemnified Person, and (B) Buyer shall, and shall cause the Transferred Group Companies to, maintain in each case full force and effect any indemnification agreements of any Transferred Group Company with any D&O Indemnified Person set forth on Section 5.19(a) of the Seller Disclosure Schedules. (b) In addition to the other rights provided for in this Section 5.19 and not in limitation thereof, from and after the Closing Date until the sixth (6th) anniversary of the Closing Date, Buyer shall cause the Transferred Group Companies (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by the Organizational Documents of the Transferred Group Companies, indemnify, defend and hold harmless the D&O Indemnified Persons against all D&O Expenses and all Losses actually incurred or paid (“D&O Losses”) in respect to claims of any threatened, pending or completed claim, action, inquiry, suit, proceeding or judgment, whether criminal, civil, administrative or investigative, based on, arising out of or of, relating to events which occurred or in connection with the fact that such D&O Indemnified Person is or was a director, manager or officer of a Transferred Group Company or in such D&O Indemnified Person’s capacity as a director, manager or officer of a Transferred Group Company on or prior to the Closing Date (including in respect of any matters arising in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby and thereby) (a “D&O Indemnifiable Claim”). Notwithstanding anything herein to the contrary, (A) no D&O Indemnified Person shall be entitled to indemnification by any D&O Indemnifying Party pursuant to this Section 5.19(b) to the extent related to Losses for which such D&O Indemnified Person may be responsible pursuant to this Agreement). The cost , the other Ancillary Agreements or the certificates contemplated hereby and thereby or as a result of securing such “tail” insurance policy D&O Indemnified Person’s willful misconduct, fraud, gross negligence or bad faith, and (B) no D&O Indemnifying Party shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event have any obligation hereunder to any D&O Indemnified Person if a court of competent jurisdiction ultimately determines that such D&O Indemnifying Party shall Buyer not be required to expend an amount indemnify such D&O Indemnified Person in excess the manner contemplated hereby. For the purposes of 300% this Section 5.19(b), “D&O Expenses” shall include any reasonable, documented and out-of-pocket attorneys’ fees, expert fees, arbitrator and mediator fees and all other reasonable, documented out-of-pocket costs, charges and expenses, paid or incurred in connection with investigating, defending or being a witness in (including on appeal), or preparing to defend or to be a witness in, any D&O Indemnifiable Claim. In the event of the annual premium currently paid by the Company for any such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the ClosingD&O Indemnifiable Claim, Buyer and the Acquired Transferred Group Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action assertingshall be entitled to, any breach of fiduciary dutyat Buyer’s election, professional malpracticeparticipate in, or any breach assume, the defense of any other duty owed such D&O Indemnifiable Claim. The Transferred Group Companies shall be a full indemnitor of first resort, shall be required to any advance the full amount of all D&O Expenses incurred by a D&O Indemnified Person and shall be liable for the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf full amount of the Acquired Companies or otherwiseall D&O Losses, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies under as required by this Section 6.07 shall not be terminated or modified in such 5.19(b), without regard to any rights a manner as to adversely affect any director or officer to whom this Section 6.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 applies shall be third-party beneficiaries of this Section 6.07, each of whom D&O Indemnified Person may enforce the provisions of this Section 6.07). (e) In the event Buyer, any Acquired Company have against Seller or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.07Seller’s Affiliates.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company and its subsidiaries now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company or any of the Acquired Companiesits subsidiaries, as provided in the Organizational Documents certificate of incorporation or bylaws of the applicable Acquired Company (or similar organizational documents of any subsidiary of the Company), in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies Company to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost Seller shall pay 100% of securing the premium for such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountpolicies. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Company under this Section 6.07 5.04 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.04 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.04 applies shall be third-party beneficiaries of this Section 6.075.04, each of whom may enforce the provisions of this Section 6.075.04). (ed) In the event Buyer, any Acquired the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.075.04.

Director and Officer Indemnification and Insurance. (a) Buyer The Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents certificate of incorporation or by-laws of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”Schedule 7.17(a), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer the Purchaser shall cause the Acquired Companies to Company to: (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing ; provided, however, that in no event shall the Purchaser or the Company be required to pay a premium for such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of three hundred percent (300% %) of the Company’s current annual premium currently paid by for liability insurance for the Company for such insurance; directors and provided, further, that if officers of the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountCompany. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer the Purchaser and the Acquired Companies Company under this Section 6.07 7.17 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 7.17 applies without the consent of such affected director or officer unless required by Applicable Law (it being expressly agreed that the directors and officers to whom this Section 6.07 7.17 applies shall be third-party beneficiaries of this Section 6.077.17, each of whom may enforce the provisions of this Section 6.077.17). (ed) In the event Buyerthe Purchaser, any Acquired the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 the Purchaser or the Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.077.17. (e) Notwithstanding any provision of this Agreement to the contrary, (i) in no event shall any Person be entitled to indemnification or exculpation for any act or omission of such Person that constitutes fraud by such Person, and (ii) this Section 7.17 shall not affect any rights or remedies otherwise available to the Purchaser and its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) hereunder.

Director and Officer Indemnification and Insurance. (a) Buyer Tyler agrees that all rights to indemnification, advancement of expenses expenses, and exculpation by the Acquired Companies Socrata now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing DateEffective Time, an officer or director of any of the Acquired CompaniesSocrata, as provided in the Organizational Documents Certificate of the applicable Acquired CompanyIncorporation or Bylaws of Socrata, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)on Schedule 6.12, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior Prior to the Closing Date (provided that the Company may substitute therefor policiesEffective Time, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous Socrata shall arrange to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 and officers of Socrata, as provided by each of Socrata’s claims-made insurance policies (including, without limitation, director and officer insurance) in effect immediately prior to the Acquired CompaniesClosing Date, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date Effective Time (including in connection with the transactions contemplated by this Agreement). The cost of securing premium amounts for such “tail” insurance policy tail policies shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently fully paid by Socrata or included as a Transaction Expense. Any such tail policies shall include a successor endorsement that names Tyler and the Company for Surviving Corporation as additional insureds. During the term of such insurancetail policies, neither Tyler nor the Surviving Corporation shall take any action following the Closing to cause any such tail policy to be cancelled or any provision therein to be amended or waived; and provided, furtherthat neither Tyler, that if the annual premiums Surviving Corporation (except to the extent of such insurance coverage exceed such amountpre-Closing accrual thereof by Socrata), Buyer nor any Affiliate thereof shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding pay any premiums or other amounts in respect of such amounttail policies. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Tyler under this Section 6.07 6.12 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 6.12 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 6.12 applies shall be thirdThird-party Party beneficiaries of this Section 6.076.12, each of whom may enforce the provisions of this Section 6.076.12). (ed) In the event Buyer, any Acquired Company Tyler or any of their 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 in such consolidation or merger 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 Acquired Companies, as the case may be, Tyler shall assume all of the obligations set forth in this Section 6.076.12.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesCompany, as provided in the Organizational Documents certificate of incorporation or by-laws of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) 5.06 of the Disclosure Schedules (the “D&O Provisions”)Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies Company to (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Company under this Section 6.07 5.06 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.06 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.06 applies shall be third-party beneficiaries of this Section 6.075.06, each of whom may enforce the provisions of this Section 6.075.06). (ed) In the event Buyer, any Acquired the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired CompaniesCompany, as the case may be, shall assume all of the obligations set forth in this Section 6.075.06.

Director and Officer Indemnification and Insurance. (a) Buyer Tyler agrees that all rights to indemnification, advancement of expenses expenses, and exculpation by the Acquired Companies NWS now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing DateEffective Time, an officer or director of any of the Acquired CompaniesNWS, as provided in the Organizational Documents Articles of the applicable Acquired CompanyIncorporation or By-laws of NWS, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)on Schedule 7.13, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior Prior to the Closing Date (provided that the Company may substitute therefor policiesEffective Time, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereof), or (ii) NWS shall obtain as of the Closing Date Effective Time “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 and officers of the Acquired CompaniesNWS, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date Effective Time (including in connection with the transactions contemplated by this Agreement). The cost of securing premium amounts for such “tail” insurance policy tail policies shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently fully paid by NWS or accrued on the books and records of NWS prior to the Closing. During the term of such tail policies, neither Tyler nor the Surviving Company for shall take any action following the Closing to cause any such insurancetail policy to be cancelled or any provision therein to be amended or waived; and provided, furtherthat neither Tyler, that if the annual premiums Surviving Company (except to the extent of such insurance coverage exceed such amountpre-Closing accrual thereof by NWS), Buyer nor any Affiliate thereof shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding pay any premiums or other amounts in respect of such amounttail policies. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Tyler under this Section 6.07 7.13 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 7.13 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 7.13 applies shall be thirdThird-party Party beneficiaries of this Section 6.077.13, each of whom may enforce the provisions of this Section 6.077.13). (ed) In the event Buyer, any Acquired Company Tyler or any of their 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 in such consolidation or merger 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 Acquired Companies, as the case may be, Tyler shall assume all of the obligations set forth in this Section 6.077.13.

Director and Officer Indemnification and Insurance. (a) Buyer agrees and the Company agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing DateClosing, an officer or director of any of the Acquired Companies, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”), Company shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The After the Closing, the Company shall, and Buyer shall cause the Acquired Companies to Company to, (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that that, after the Closing Date, the Company may substitute therefor policies, policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies 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 and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance ; provided that in connection with this Section 6.6(b), neither the Company nor Buyer shall pay a one-time premium (in connection with a single premium tail policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount described above) in excess of 300an amount equal to 200% of the current annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance its existing coverage exceed such amount, Buyer shall or be obligated to obtain a “tail” pay annual premiums (in connection with any other directors and officers insurance policy with described above) in excess of an amount equal to 200% of the greatest coverage available current annual premium paid by the Company for a cost not exceeding such amountits existing coverage. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of the Company and Buyer and the Acquired Companies under this Section 6.07 6.6 shall survive the Closing and shall not be terminated or modified in such a manner as to adversely affect any Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer or director or officer of the Company to whom this Section 6.07 6.6 applies without the consent of such affected director or officer Person (it being expressly agreed that the directors and officers such Persons to whom this Section 6.07 6.6 applies shall be third-party beneficiaries of this Section 6.076.6, each of whom may enforce the provisions of this Section 6.076.6). (ed) In the event Buyerthe Company, any Acquired Company Buyer or any of their respective successors or permitted assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 permitted assigns of Buyer the Company or the Acquired CompaniesBuyer, as the case may be, shall assume all of the obligations set forth in this Section 6.076.6.

Director and Officer Indemnification and Insurance. (a) Buyer Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company and its Subsidiaries for acts or omissions occurring at or prior to the Closing now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer officer, director, or director manager, as applicable, of the Company or any of the Acquired Companiesits Subsidiaries, as provided in the Organizational Governing Documents of the applicable Acquired CompanyCompany or such Subsidiary, in each case as in effect on the date of this Agreement, or pursuant to any other agreements Contract in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shallterms and shall not be amended, and Buyer shall cause the Acquired Companies to (i) maintain in effect repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the current policies rights thereunder of directors’ and officers’ liability insurance maintained by the Company immediately such individuals for acts or omissions occurring at or prior to the Closing Date Closing. (provided that the b) The Company may substitute therefor policiesshall, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereof)its own expense, 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 directors, officers and officers managers of the Acquired CompaniesCompany and its Subsidiaries when compared to the insurance maintained by or on behalf of the Company and its Subsidiaries as of the date hereof, in each case case, with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this AgreementTransaction). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding Alternatively, the foregoingCompany may, in no event shall Buyer be required to expend an amount in excess of 300% at Cobra Green's expense, arrange for the continuation of the annual premium currently paid by same coverage and amounts, and containing the same terms and conditions as is in force under the policy which provides coverage to Cobra Green as of the Closing Date for the directors, officers and managers of the Company for such insurance; and providedits Subsidiaries, further, that if but solely with respect to claims arising out of or relating to events which occurred on or prior to the annual premiums Closing Date (including in connection with the Transaction) and the maintenance of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountperiod of six (6) years from the Closing Date. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer Purchaser and the Acquired Companies Company under this Section 6.07 6.10 shall not be terminated or modified in such a manner as to adversely affect any director director, officer or officer manager to whom this Section 6.07 6.10 applies without the consent of such affected director director, officer or officer manager (it being expressly agreed that the directors directors, officers and officers managers to whom this Section 6.07 6.10 applies shall be third-party beneficiaries of this Section 6.076.10, each of whom may enforce the provisions of this Section 6.076.10). (ed) In the event BuyerPurchaser, the Company or any Acquired Subsidiary of the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Purchaser, the Company or the Acquired Companiessuch Subsidiary, as the case may be, shall assume all of the obligations set forth in this Section 6.076.10.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies AFT-Hungary now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired CompaniesAFT-Hungary, as provided in the Organizational Documents articles of the applicable Acquired Companyorganization (or foreign equivalent) or operating agreement (or foreign equivalent) of AFT-Hungary, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company AFT-Hungary shall, and Buyer shall cause the Acquired Companies AFT-Hungary to (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ ' and officers’ ' liability insurance maintained by the Company AFT-Hungary immediately prior to the Closing Date (provided that the Company AFT-Hungary may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies AFT-Hungary when compared to the insurance maintained by the Acquired Companies AFT-Hungary 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 and officers of the Acquired CompaniesAFT-Hungary, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies AFT-Hungary under this Section 6.07 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 5.07 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 5.07 applies shall be third-party beneficiaries of this Section 6.075.07, each of whom may enforce the provisions of this Section 6.075.07). (ed) In the event Buyer, any Acquired Company AFT-Hungary or any of their respective successors or assigns assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired CompaniesAFT- Hungary, as the case may be, shall assume all of the obligations set forth in this Section 6.075.07.

Director and Officer Indemnification and Insurance. (a) Buyer Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by any Target Company existing as of the Acquired Companies now existing date of this Agreement in favor of each Person who is now, or has been at any time prior to the date hereof of this Agreement or who becomes prior to the Closing Date, an officer officer, director, manager, equity holder, employee or director agent of any of the Acquired CompaniesTarget Company (each, together with such Person’s successors, heirs, executors or administrators, a “D&O Indemnified Person”), as provided in the Organizational Governing Documents or other indemnification or similar Contract of the applicable Acquired such Target Company, in each case as in effect on the date of this Agreement, such activities or pursuant to any other agreements otherwise in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”)this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies to (i) maintain in effect terms for a period of at least six (6) years after the Closing Date Date; provided, that in the current policies event any claim or claims are asserted or made within such survival period, all such rights to indemnification in respect of directors’ such claim or claims shall continue until the final disposition thereof. (b) At or prior to Closing, Seller shall obtain and officers’ liability insurance maintained by cause the Company immediately prior to purchase, at Seller’s sole expense, and Purchaser shall, and shall cause the Closing Date (provided that Target Companies to, following the Company may substitute therefor policiesClosing, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereof), or (ii) obtain as of the Closing Date fully maintain an irrevocable “tail” insurance policies policy naming the D&O Indemnified Persons as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to or better credit rating as the directors and officers current insurance carrier of the Acquired Companies, in each case Target Companies with respect to claims arising out directors’ and officers’ liability insurance in an amount and scope on terms comparable to the existing policies of the Target Companies with respect to matters existing or relating to events which occurred on occurring at or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement“D&O Tail”). The cost of securing Purchaser shall not, and shall cause the Target Companies not to, cancel, change in any material respect, terminate or take any action to interfere with such “tail” D&O Tail insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amountany material respect. (c) Effective as Subject to the expiration of the Closingsix (6) year period in Section 6.6(a) and Section 6.6(b), Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies Purchaser under this Section 6.07 6.6 shall not be terminated terminated, amended or modified in such a manner as to adversely affect any director or officer D&O Indemnified Person to whom this Section 6.07 6.6 applies without the consent of such affected director or officer D&O Indemnified Person (it being expressly agreed that the directors and officers any D&O Indemnified Person to whom this Section 6.07 6.6 applies shall be third-a third party beneficiaries beneficiary of this Section 6.076.6, each of whom may enforce the provisions of this Section 6.076.6). (ed) In the event BuyerPurchaser, any Acquired Target Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Purchaser or the Acquired Companiessuch Target Company, as the case may be, shall assume honor all of the obligations set forth in this Section 6.076.6.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired Companies, as provided in the Organizational Documents of the applicable Acquired CompanyCompanies, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company Companies shall, at the option of Buyer, and Buyer shall cause the Acquired Companies to to, either: (i) maintain in effect for a period of six (6) years after the Closing Date Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company Companies immediately prior to the Closing Date (provided that the Company Companies may substitute therefor policies, of policies from insurers with equal or greater creditworthiness ratings with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereofClosing Date), or (ii) obtain obtain, at the expense of Sellers, 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 and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this AgreementContemplated Transactions). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any breach of fiduciary duty, professional malpractice, or any breach of any other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Acquired Companies or otherwise, in each case, at or prior to Closing, except in the event of such director’s or officer’s fraud, willful misconduct or bad faith. (d) The obligations of Buyer and the Acquired Companies under this Section 6.07 7.02 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.07 7.02 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.07 7.02 applies shall be third-party beneficiaries of this Section 6.077.02, each of whom may enforce the provisions of this Section 6.077.02). (ed) In the event Buyer, any Acquired Company the Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity 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 Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.077.02.