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

Director and Officer Indemnification and Insurance. Until the sixth (6th) anniversary of the Closing, Buyer agrees that it will cause the Surviving Corporation and each Company Subsidiary (1) not to amend, repeal or modify any agreement entered into between the Company or any Company Subsidiary and any present or former director, manager or officer set forth on Section 5.8 of the Disclosure Schedule, or any provision in the Company’s or any of the Company Subsidiaries’ organizational documents, in each case as in existence on the date hereof, providing for the exculpation, indemnification or advancement of expenses of any present and former director, manager and officer (as applicable) of the Company or the applicable Company Subsidiary (unless and to the extent required by Law), and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) of the Company or applicable Company Subsidiary as provided as of the date hereof in the agreements and organizational documents referenced in (1) above. The Company and the Company Subsidiaries shall obtain as of the Closing Date a “tail” insurance policy 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, managers and officers (as applicable) of the Company and each Company Subsidiary, as the directors and officers insurance policy or policies in effect as of the date of this Agreement, 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 premium for such insurance policy shall be a Company Transaction Expense. The present and former directors, managers and officers of the Company and Company Subsidiaries shall be and are third party beneficiaries of this Section 5.8.

Director and Officer Indemnification and Insurance. Until the sixth (6tha) anniversary of the Closing, Buyer agrees that it will cause the Surviving Corporation all rights to indemnification, advancement of expenses and each Company Subsidiary (1) not to amend, repeal or modify any agreement entered into between exculpation by the Company now existing in favor of each Person who is now, or has been at any Company Subsidiary and any present time prior to the date hereof or former directorwho becomes prior to the Closing Date, manager an officer or officer set forth on Section 5.8 director of the Disclosure ScheduleCompany, or any provision as provided in the Company’s articles of incorporation or any by-laws of the Company Subsidiaries’ organizational documentsCompany, in each case as in existence effect on the date hereofof this Agreement, providing 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 Company to (i) maintain in effect for a period of three years after the exculpationClosing Date, indemnification or advancement if available, the current policies of expenses directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of any present at least the same coverage and former director, manager amounts and officer (as applicable) containing terms and conditions that are not less advantageous to the directors and officers of the Company or the applicable Company Subsidiary (unless and when compared to the extent required insurance maintained by Law), and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) of the Company or applicable Company Subsidiary as provided as of the date hereof in the agreements and organizational documents referenced in hereof), or (1ii) above. The Company and the Company Subsidiaries shall obtain as of the Closing Date a “tail” insurance policy 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, managers and officers (as applicable) of the Company and each Company Subsidiary, as the directors and officers insurance policy or policies in effect as of the date of this AgreementCompany, 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). . (c) The premium for obligations of Buyer and the Company under this Section 5.11(c) shall not be terminated or modified in such insurance policy a manner as to adversely affect any director or officer to whom this Section 5.11(c) applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.11(c) applies shall be a Company Transaction Expense. The present and former directors, managers and officers of the Company and Company Subsidiaries shall be and are third third-party beneficiaries of this Section 5.85.11(c), each of whom may enforce the provisions of this Section 5.11(c)). (d) In the event that following the Closing the Company or any of 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 the Company shall assume all of the obligations set forth in this Section 5.11(d).

Director and Officer Indemnification and Insurance. Until (a) The Company agrees that all rights to indemnification, advancement of expenses and exculpation by the sixth (6th) anniversary 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 the ClosingCompany, Buyer agrees that it will cause as provided in the Surviving Corporation and each Company Subsidiary (1) not to amend, repeal or modify any agreement entered into between the Company or any Company Subsidiary and any present or former director, manager or officer set forth on Section 5.8 Governing Documents of the Disclosure Schedule, or any provision in the Company’s or any of the Company Subsidiaries’ organizational documents, in each case as in existence effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, providing shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Laredo shall cause the Company to (i) maintain in effect for a period of six years after the exculpationClosing Date, indemnification or advancement if available, the current policies of expenses directors’ and officers’ liability and excess directors’ and officers’ coverage insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of any present at least the same coverage and former director, manager amounts and officer (as applicable) containing terms and conditions that are not less advantageous to the directors and officers of the Company or the applicable Company Subsidiary (unless and when compared to the extent required insurance maintained by Law), and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) of the Company or applicable Company Subsidiary as provided Companies as of the date hereof in the agreements and organizational documents referenced in hereof), or (1ii) above. The Company and the Company Subsidiaries shall obtain as of the Closing Date a “tail” insurance policy 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, managers and officers (as applicable) of the Company and each Company Subsidiary, as the directors and officers insurance policy or policies in effect as of the date of this AgreementCompany, 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 hereby); provided that in no event shall the Company expend an amount pursuant to this Section 7.12(b) in excess of 150% of the current annual premium paid by the Company for its existing coverage in the aggregate. (c) The obligations of Laredo and the Company under this Agreement). The premium for Section 7.12 shall not be terminated or modified in such insurance policy a manner as to adversely affect any director or officer to whom this Section 7.12 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 7.12 applies shall be a Company Transaction Expense. The present and former directors, managers and officers of the Company and Company Subsidiaries shall be and are third third-party beneficiaries of this Section 5.87.12, each of whom may enforce the provisions of this Section 7.12). (d) In the event Laredo, 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 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 Laredo or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.12.

Director and Officer Indemnification and Insurance. Until the sixth (6tha) anniversary of the Closing, Buyer agrees that it will cause all rights to indemnification, advancement of expenses and exculpation by the Surviving Corporation and Acquired Companies now existing in favor of each Company Subsidiary (1) not to amend, repeal or modify any agreement entered into between the Company or any Company Subsidiary and any present or former director, manager or officer set forth on Section 5.8 of the Disclosure SchedulePerson who is now, or has been at any provision in time prior to the Company’s date hereof or who becomes prior to the Closing Date, an officer or director of any of the Company Subsidiaries’ organizational documentsAcquired Companies, as provided in the certificate of incorporation or by-laws of the applicable Acquired Company, in each case as in existence effect on the date hereofof this Agreement, providing for or pursuant to any other agreements in effect on the exculpation, indemnification or advancement of expenses of any present date hereof and former director, manager and officer (as applicabledisclosed in Section 5.05(a) of the Company or the applicable Company Subsidiary (unless and to the extent required by Law)Disclosure Letter, and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) of the Company or applicable Company Subsidiary as provided as of the date hereof in the agreements and organizational documents referenced in (1) above. The Company and the Company Subsidiaries shall obtain as of survive the Closing Date a and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall maintain, through the Closing Date, the Company’s current policies of directors’ and officers’ liability insurance and employment practices liability insurance in full force and effect without reduction of coverage. Not later than the Closing, Date, the Company shall, or Buyer shall cause the Company to, obtain “tail” insurance policy 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, managers and officers (as applicable) of the Company and each Company Subsidiary, as the directors and officers insurance policy or policies in effect as of the date of this AgreementCompany, 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 premium for . (c) Effective as of the Closing, Buyer and the Company 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 or professional malpractice owed to any of the Acquired Companies against any former director, officer, employee, partner, Seller, in-house attorney or other representative or Affiliate of Highlander Partners, L.P. or the Company, whether such insurance policy shall be a Company Transaction Expense. The present and former directors, managers and officers action is filed derivatively on behalf of the Company or otherwise, except for any claims for fraud or claims relating to criminal conduct. (d) The obligations of Buyer and the Company Subsidiaries under this Section 5.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 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 5.05 applies shall be and are third third-party beneficiaries of this Section 5.85.05, each of whom may enforce the provisions of this Section 5.05). (e) 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 provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.05.

Director and Officer Indemnification and Insurance. Until the sixth (6th) anniversary of the Closing, i. Buyer agrees that it will cause all rights to indemnification, advancement of expenses and exculpation by the Surviving Corporation Company and its Subsidiaries now existing in favor of each Company Subsidiary (1) not Person who is now, or has been at any time prior to amendthe date hereof or who becomes prior to the Closing Date, repeal an officer or modify any agreement entered into between director of the Company or any Company Subsidiary and any present of its Subsidiaries, as provided in the certificate of incorporation or former director, manager by-laws (or officer set forth on Section 5.8 similar constating documents) of the Disclosure Schedule, or any provision in the Company’s Company or any of the Company its Subsidiaries’ organizational documents, in each case as in existence effect on the date hereofof this Agreement, providing for or pursuant to any other agreements in effect on the exculpation, indemnification or advancement of expenses of any present date hereof and former director, manager and officer (as applicabledisclosed in Section 5.5(a) of the Company Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. ii. At or the applicable Company Subsidiary (unless and prior to the extent required by Law)Closing, and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) of the Sellers shall cause the Company or applicable Company Subsidiary as provided as of the date hereof in the agreements and organizational documents referenced in (1) above. The Company and the Company Subsidiaries shall to obtain as of the Closing Date a “tail” insurance policy policies (the “D&O Tail Policy”) 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, managers directors and officers (as applicable) of the Company and each Company Subsidiary, as the directors and officers insurance policy or policies in effect as of the date of this Agreementits Subsidiaries, 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 premium for such insurance policy costs and expenses of the D&O Tail Policy shall be a Company Transaction ExpenseExpenses. iii. The present obligations of Buyer and former directors, managers the Company under this Section 5.5 shall not be terminated or modified in such a manner as to materially and adversely affect any director or officer to whom this Section 5.5 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers of the Company and Company Subsidiaries to whom this Section 5.5 applies shall be and are third third-party beneficiaries of this Section 5.85.5, each of whom may enforce the provisions of this Section 5.5).

Director and Officer Indemnification and Insurance. Until the sixth (6tha) anniversary of the Closing, Buyer agrees that it will cause the Surviving Corporation all rights to indemnification, advancement of expenses and each Company Subsidiary (1) not to amend, repeal or modify any agreement entered into between exculpation by the Company now existing in favor of each Person who is now, or has been at any Company Subsidiary and any present time prior to the date hereof or former directorwho becomes prior to the Closing Date, manager an officer or officer set forth on Section 5.8 director of the Disclosure ScheduleCompany, or any provision as provided in the Company’s certificate of incorporation or any by-laws of the Company Subsidiaries’ organizational documentsCompany, in each case as in existence effect on the date hereofof this Agreement, providing for or pursuant to any other agreements in effect on the exculpation, indemnification or advancement of expenses of any present date hereof and former director, manager and officer (as applicabledisclosed in Section 5.04(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company or shall, and Buyer shall cause the applicable Company Subsidiary to (unless i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policies of directors' and officers' liability insurance maintained by the Company immediately prior to the extent required by Law)Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and (2) amounts and containing terms and conditions that are not less advantageous to continue to indemnify the directors and hold harmless each present and former director, manager and officer (as applicable) officers of the Company or applicable when compared to the insurance maintained by the Company Subsidiary as provided as of the date hereof in the agreements and organizational documents referenced in hereof), or (1ii) above. The Company and the Company Subsidiaries shall obtain as of the Closing Date a “tail” insurance policy 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, managers and officers (as applicable) of the Company and each Company Subsidiary, as the directors and officers insurance policy or policies in effect as of the date of this AgreementCompany, 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). . (c) The premium for obligations of Buyer and the Company under this Section 5.04 shall not be terminated or modified in such insurance policy a manner as to adversely affect any director or officer to whom this Section 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 5.04 Section 5.04 applies shall be a Company Transaction Expense. The present and former directors, managers and officers of the Company and Company Subsidiaries shall be and are third third-party beneficiaries of this Section 5.85.04, each of whom may enforce the provisions of this Section 5.04). (d) 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 provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.04.