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 or any Company the Operating Subsidiary and any present or former director, manager or officer set forth on Section 5.8 now existing in favor of the Disclosure Scheduleeach Person who is now, or has been at any provision in time prior to the Company’s date hereof or any who becomes prior to the Closing Date, an officer or director of the Company Subsidiaries’ organizational documentsor the Operating Subsidiary, as provided in the certificate of incorporation or by-laws of the Company or the articles of organization or the operating agreement of the Operating Subsidiary, 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 5.03(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 and the Operating Subsidiary shall, and Buyer shall cause the Company and the Operating Subsidiary to (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 and the Operating Subsidiary immediately prior to the Closing Date (provided that the Company or the applicable Company Operating Subsidiary (unless may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the extent required by Law), directors and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) officers of the Company or applicable and the Operating Subsidiary when compared to the insurance maintained by the Company and the Operating 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 directors and officers (as applicable) of the Company and each Company the Operating 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 5.8.41

Director and Officer Indemnification and Insurance. Until (a) From and after the sixth (6th) anniversary of the ClosingClosing Date, Buyer agrees that it will shall, for a period of not less than six (6) years, cause the Surviving Corporation Company Group to continue to indemnify, defend and each Company Subsidiary (1) not hold harmless, to amend, repeal or modify any agreement entered into between the same extent as provided in 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 CompanyGroup’s or any of the Company Subsidiaries’ organizational documents, in each case documents as in existence effect on the date hereof, providing the individuals who on or prior to the Closing Date were directors, officers, employees or agents of the Company Group, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation with respect to any acts or omissions by them in their capacities as such or taken at the request of the Company Group at any time on or prior to the Closing Date. Buyer agrees that all rights of such Persons to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the exculpation, Closing Date as provided in the organizational documents of the Company Group as currently in effect and any indemnification agreements or advancement arrangements of expenses of any present and former director, manager and officer (as applicablethe Company Group disclosed on Section 3.09(a) of the Company Disclosure Schedules shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the applicable Company Subsidiary (rights of such Persons unless and to the extent such modification is required by applicable Law. Buyer shall purchase a directors’ and officers’ liability tail insurance policy (the “Tail Policy”), including for managers and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) officers 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 Group, for 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 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)Date. The premium for cost of such insurance policy Tail 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 5.8borne solely by Buyer.

Director and Officer Indemnification and Insurance. Until the sixth (6tha) 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 For a “tail” insurance policy with a claims period of six (6) years from after the Closing Date with at least the same coverage and amountsClosing, Buyer shall not, and containing terms and conditions that are shall not less advantageous permit any Company Entity or any Blocker to, amend, repeal or modify in a manner adverse to the directorsbeneficiary thereof any provision in such Company Entity’s or such Blocker’s Organizational Documents or in any agreement relating to the exculpation or indemnification of, or the advancement of expenses to, former officers, managers and officers (directors as applicable) in effect immediately prior to the Closing, it being the intent of the parties that the officers, managers and directors of the Company Entities and each the Blockers prior to the Closing shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted under applicable Law (or to such lesser degree as may be expressly provided in such Company SubsidiaryEntity’s or such Blocker’s, as the directors and officers insurance policy or policies in effect applicable, Organizational Documents as of the date hereof). During such six (6) year period, Buyer shall cause the Company Entities and the Blockers (on their own or on Sellers’ behalf) to perform and discharge the Company Entities’ and Blocker’s obligations to provide such indemnification, exculpation and advancement of this Agreement, in each case with respect to claims arising out of or relating to events which occurred on or prior expenses. Notwithstanding anything to the Closing Date contrary herein, any such advancement of expenses shall be subject to an undertaking to repay any such expenses in the event that such former officer, manager or director is determined (including in connection with the transactions contemplated by this Agreement)a final, non-appealable decision by a court of competent jurisdiction) to be ineligible for such indemnification. The premium for such insurance policy indemnification obligations pursuant to this Section 7.08(a) 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 5.8mandatory rather than permissive.