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

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and agrees that it will not, nor will it permit any other Affiliate of the Buyer or any other Person to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Organizational Documents of the Company relating or pertaining to exculpation or indemnification of officers, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently in effect on the date hereof with respect to such pre-Closing acts and omissions. Notwithstanding anything to the contrary, no Member, Owner or manager of the Company shall be entitled to indemnification for any claims brought by any other Member, Owner or manager of the Company for any acts or omissions in connection with the transactions contemplated by this Agreement. (b) The obligations of Buyer and the Company under this Section 7.8 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person to whom this Section 7.8 applies without the consent of such Person (it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.8, each of whom may enforce the provisions of this Section 7.8). (c) In the event Buyer, 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.8.

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and agrees that it will notall rights to indemnification, nor will it permit advancement of expenses and exculpation by the 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 manager of the Company, as provided in the articles of formation or operating agreement of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other Affiliate of the Buyer or any other Person to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Organizational Documents of the Company relating or pertaining to exculpation or indemnification of officers, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently agreements in effect on the date hereof and disclosed in Section 8.03 of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with respect to such pre-Closing acts their respective terms. (b) Buyer maintain directors’ and omissions. Notwithstanding anything to officers’ liability insurance on the contrary, no Member, Owner or manager terms and conditions approved by Buyer’s Board and the directors and officers of the Company shall be entitled receive at least the same coverage on terms and conditions that are not less advantageous than those granted to indemnification for any claims brought by any other Member, Owner or manager the directors and officers of the Company for any acts or omissions in connection with the transactions contemplated by this AgreementBuyer. (bc) The obligations of Buyer and the Company under this Section 7.8 8.03 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person director or officer to whom this Section 7.8 8.03 applies without the consent of such Person affected director or officer (it being expressly agreed that such Persons the directors and officers to whom this Section 8.03 applies shall be third-party beneficiaries of this Section 7.88.03, each of whom may enforce the provisions of this Section 7.88.03). (cd) In the event Buyer, 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.88.03.

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and agrees that it will notall rights to indemnification, nor will it permit advancement of expenses and exculpation by the Company Group now existing in favor of each Person who is now, or has been at any other Affiliate of the Buyer or any other Person to, amend, repeal or modify (in a manner adverse time prior to the beneficiary thereof) date hereof or who becomes prior to the Closing Date, an officer or director of any provision in the Organizational Documents member of the Company relating or pertaining to exculpation or indemnification Group, as provided in the Governing Documents of officers, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers each member of the Company shall continue Group, in each case as in effect on the date of this Agreement, or pursuant to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently any other agreements in effect on the date hereof with respect and disclosed to such pre-Closing acts and omissions. Notwithstanding anything Buyer prior to the contrarydate hereof, no Member, Owner or manager of shall survive the Company Closing Date and shall be entitled to indemnification for any claims brought by any other Member, Owner or manager of the Company for any acts or omissions continue in connection full force and effect in accordance with the transactions contemplated by this Agreementtheir respective terms. (b) The obligations of Buyer and the Company under this Section 7.8 4.9 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person director or officer to whom this Section 7.8 4.9 applies without the consent of such Person affected director or officer (it being expressly agreed that such Persons the directors and officers to whom this Section 4.9 applies shall be third-party beneficiaries of this Section 7.84.9, each of whom may enforce the provisions of this Section 7.84.9). (c) In the event Buyer, the Company Group 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the CompanyCompany Group, as the case may be, shall assume all of the obligations set forth in this Section 7.84.9.

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and agrees that it will notall rights to indemnification, nor will it permit advancement of expenses, and exculpation by the Company Entities now existing in favor of each Person who is now, or has been at any other Affiliate of the Buyer or any other Person to, amend, repeal or modify (in a manner adverse time prior to the beneficiary thereof) any provision date hereof or who becomes prior to the Closing Date, an officer, manager, or director of a Company Entity, as provided in the Organizational Documents of the Company relating or pertaining to exculpation or indemnification of officersEntities’ Corporate Documents, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company in each case as currently in effect on the date hereof of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company Entities may, at Sellers’ expense, obtain as of the Closing Date “tail” insurance policies with a claims period of six 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 officers, managers, and directors of the Company Entities, in each case with respect to such pre-Closing acts and omissions. Notwithstanding anything claims arising out of or relating to events which occurred on or prior to the contrary, no Member, Owner or manager of the Company shall be entitled to indemnification for any claims brought by any other Member, Owner or manager of the Company for any acts or omissions Closing Date (including in connection with the transactions contemplated by this Agreement. (b) The obligations of Buyer and the Company under this Section 7.8 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person to whom this Section 7.8 applies without the consent of such Person (it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.8, each of whom may enforce the provisions of this Section 7.8). (c) In the event Buyer, the any Company Entity, 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 limited liability company, 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the Companyany Company Entity, as the case may be, shall assume all of the obligations set forth in this Section 7.87.06.

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and agrees that it will notall rights to indemnification, nor will it permit advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any other Affiliate time prior to the date hereof, an officer or director of the Buyer or any other Person toCompany, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision as provided in the Organizational Documents certificate of incorporation or by-laws of the Company relating or pertaining to exculpation or indemnification of officersCompany, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company in each case as currently in effect on the date hereof with respect to such pre-Closing acts and omissions. Notwithstanding anything to the contrary, no Member, Owner or manager of the Company shall be entitled to indemnification for any claims brought by any other Member, Owner or manager of the Company for any acts or omissions in connection with the transactions contemplated by this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The obligations of Buyer and the Company under this Section 7.8 5.03 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person director or officer to whom this Section 7.8 5.03 applies without the consent of such Person affected director or officer (it being expressly agreed that such Persons the directors and officers to whom this Section 5.03 applies shall be third-party beneficiaries of this Section 7.85.03, each of whom may enforce the provisions of this Section 7.85.03). (c) In the event Buyer, 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.85.03. (d) In the event of a claim for indemnification against the Company by any Person who is now, or has been at any time prior to the date hereof, an officer or director of the Company, or on behalf of any such Person by such Person’s successors, estate, personal representatives, trustees, receivers or similar representatives, for any matter for which Buyer is otherwise entitled to indemnification pursuant to Article VII, Seller agrees to indemnify the Company and Buyer for any such claim pursuant to Article VII.

Director and Officer Indemnification and Insurance. (a) Prior to the Closing, the Company shall, at the Company’s expense, purchase a prepaid insurance policy (i.e., “tail coverage”) having a term of six (6) years after the Closing and on terms no less favorable (including in with respect to scope) than the terms of the policy or policies maintained by the Company immediately prior to the Closing for the benefit of the directors and officers of the Company and the Subsidiaries of the Company (such policy the “D&O Tail Policy”). (b) For a period of six (6) years after the Closing, Buyer covenants and agrees that it will shall not, nor will it and shall not permit any other Affiliate of the Buyer Surviving Corporation or any other Person of its Subsidiaries to, amend, repeal or otherwise modify (in a manner adverse to the beneficiary thereof) any provision in the Organizational Documents Surviving Corporation’s or any of its Subsidiaries’ certificate of formation, articles of incorporation, limited liability company agreement or bylaws (or equivalent governing documents) relating to the Company relating or pertaining to exculpation or indemnification of any officers, members and managers thereof with respect directors or similar functionaries (unless to acts and omissions before Closingprovide for greater exculpation or indemnification or unless required by Law), it being the intent of the parties hereto Parties that the current and former officers, members directors and managers similar functionaries of the Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification (including with respect to advancement of expenses) to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently in effect on the date hereof with respect to Law, provided that no such pre-Closing acts and omissions. Notwithstanding anything to the contraryofficer, no Member, Owner director or manager of the Company similar functionary shall be entitled have any right to indemnification or contribution from the Surviving Corporation or any of its Subsidiaries in respect of any Action against such Person for any claims brought by any other Member, Owner or manager of the Company for any acts or omissions in connection with the transactions contemplated by which such Person is otherwise responsible under this Agreement. (b) The obligations of Buyer and the Company under this Section 7.8 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person to whom this Section 7.8 applies without the consent of such Person (it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.8, each of whom may enforce the provisions of this Section 7.8). (c) In the event Buyer, 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.8.

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and The Purchaser agrees that it will notall rights to indemnification, nor will it permit advancement of expenses and exculpation by the Company and its Subsidiaries now existing in favor of each Person who is now, or has been at any other Affiliate time prior to the date hereof or who becomes prior to the Closing Date, an officer, director, or manager, as applicable, of the Buyer Company or any other Person toof its Subsidiaries, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision as provided in the Organizational Governing Documents of the Company relating or pertaining such Subsidiary, in each case as in effect on the date of this Agreement, or pursuant to exculpation or indemnification of officers, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently any other Contract in effect on the date hereof with respect to such pre-Closing acts and omissions. Notwithstanding anything disclosed to the contrary, no Member, Owner or manager of Purchaser in accordance with Section 3.7(a)(xii) shall survive the Company Closing Date and shall be entitled to indemnification continue in full force and effect in accordance with their respective terms for any claims brought by any other Member, Owner or manager of at least six (6) years after the Company for any acts or omissions in connection with the transactions contemplated by this AgreementClosing Date. (b) Prior to or at the Closing, the Company shall obtain and fully pay for a “tail” insurance policy with respect to the directors’ and officers’ insurance policy in effect immediately prior to the Closing with a claims period of six (6) years from the Closing Date with (c) The obligations of Buyer the Purchaser and the Company under this Section 7.8 6.9 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person director, officer or manager to whom this Section 7.8 6.9 applies without the consent of such Person affected director, officer or manager (it being expressly agreed that such Persons the directors, officers and managers to whom this Section 6.9 applies shall be third-party beneficiaries of this Section 7.86.9, each of whom may enforce the provisions of this Section 7.86.9). (cd) In the event Buyerthe Purchaser, the Company or any 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 and appropriate provision shall be made so that the successors and assigns of Buyer the Purchaser, the Company or the Companysuch Subsidiary, as the case may be, shall assume all of the obligations set forth in this Section 7.86.9.

Director and Officer Indemnification and Insurance. (a) For a period Buyer acknowledges that all rights to indemnification now existing in favor of six years after each Person who is now, or has been at any time prior to the Closingdate hereof, Buyer covenants and agrees that it will notan officer or director of the Company, nor will it permit as provided in the Articles of Association or other governing documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other Affiliate of the Buyer or any other Person to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Organizational Documents of the Company relating or pertaining to exculpation or indemnification of officers, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently agreements in effect on the date hereof and disclosed in Schedule 6.02 hereto, shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. (b) The Company shall, and Buyer shall cause the Company to, at Seller’s sole expense, 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 Company, in each case with respect to such pre-Closing acts and omissions. Notwithstanding anything claims arising out of or relating to events which occurred on or prior to the contrary, no Member, Owner or manager of the Company shall be entitled to indemnification for any claims brought by any other Member, Owner or manager of the Company for any acts or omissions Closing Date (including in connection with the transactions contemplated by this Agreement). Seller shall pay for all costs and expenses incurred in complying with this Section 6.02(b). (bc) The obligations of Buyer and the Company under this Section 7.8 6.02 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person director or officer to whom this Section 7.8 6.02 applies without the consent of such Person affected director or officer (it being expressly agreed that such Persons the directors and officers to whom this Section 6.02 applies shall be third-party beneficiaries of this Section 7.86.02, each of whom may enforce the provisions of this Section 7.86.02). (cd) In the event Buyer, 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.86.02.

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and Xxxxx agrees that it will notall rights to indemnification, nor will it permit advancement of expenses and exculpation by DERMAdoctor 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 manager of DERMAdoctor, as provided in the organizational documents of DERMAdoctor, in each case as in effect on the date of this Agreement, or pursuant to any other Affiliate of the Buyer or any other Person to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Organizational Documents of the Company relating or pertaining to exculpation or indemnification of officers, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently agreements in effect on the date hereof with respect to such pre-Closing acts and omissions. Notwithstanding anything to the contrary, no Member, Owner or manager disclosed in Schedule 7.9 of the Company Disclosure Schedules, shall be entitled to indemnification for any claims brought by any other Member, Owner or manager of survive the Company for any acts or omissions Closing Date and shall continue in connection full force and effect in accordance with the transactions contemplated by this Agreement. (b) their respective terms. The obligations of Buyer and the Company DERMAdoctor under this Section 7.8 7.9 shall not be terminated or modified in such a manner as to adversely affect the rights of manager or any Person officer to whom this Section 7.8 7.9 applies without the consent of such Person affected manager or officer (it being expressly agreed that such Persons the manager and officers to whom this Section 7.9 applies shall be third-party beneficiaries of this Section 7.87.9, each of whom may enforce the provisions of this Section 7.87.9). (c) . In the event Buyer, the Company DERMAdoctor 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 and appropriate provision shall be made so that the successors and assigns of Buyer or the CompanyDERMAdoctor, as the case may be, shall assume all of the obligations set forth in this Section 7.87.9.