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

Director and Officer Indemnification and Insurance. (a) All rights to indemnification, advancement of expenses and exculpation by each Group Company now or hereafter 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 such Group Company, as provided in the articles of incorporation or by-laws (or similar organization documents) of such Group Company, in each case as in effect on the date of this Agreement (or in the case of HoldCo, the Closing Date), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. HoldCo agrees that at or prior to the Closing it shall enter into an indemnification agreement with each of the Standby Purchaser Designees and each member of the Advisory Board in a form previously agreed to by the parties. (b) Parties hereto agree to maintain in effect for a period of six years after the Closing Date the current policies (or substantially similar policies with the same or increased limits) of directors’ and officers’ liability insurance maintained by each Group Company immediately prior to the Closing Date; provided that each Group 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 such Group Company when compared to the insurance maintained by such Group Company as of the date hereof. (c) The obligations of the Parties under this Section 6.8 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.8 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.8 applies shall be third-party beneficiaries of this Section 6.8, each of whom may enforce the provisions of this Section 6.8).

Director and Officer Indemnification and Insurance. (a) All Xxxxx agrees that all rights to indemnification, advancement of expenses and exculpation by each the Company Group Company now or hereafter 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 such Group Companythe Company Group, as provided in the articles certificate of incorporation or by-laws (or similar organization documents) of such Group Companythe applicable member of the Company Group, in each case as in effect on the date of this Agreement (Agreement, or pursuant to any other agreements in effect on the case of HoldCo, the Closing Date)date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. HoldCo agrees that at or prior to the Closing it shall enter into an indemnification agreement with each of the Standby Purchaser Designees and each member of the Advisory Board in a form previously agreed to by the parties. (b) Parties hereto agree to maintain in effect for a period of six years after the Closing Date the current policies (or substantially similar policies with the same or increased limits) of directors’ and officers’ liability insurance maintained by each Group Company immediately prior Prior to the Closing Date; provided that each , Selling Parties shall cause the Company Group Company may substitute therefor to purchase, at its own cost and expense, 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 amounts, and containing terms and conditions that are not less advantageous to the directors and officers of such Group the Company when compared Group, to provide insurance coverage for events, acts or omissions occurring on or prior to the insurance maintained by such Closing Date for all persons who were directors, managers or officers of Selling Parties or the Company Group Company as of on or prior to the date hereofClosing Date. (c) The obligations of Buyer, Selling Parties, and the Parties Company Group under this Section 6.8 6.06 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.8 6.06 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.8 6.06 applies shall be third-party beneficiaries of this Section 6.86.06, each of whom may enforce the provisions of this Section 6.86.06).