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

Director and Officer Indemnification and Insurance. (a) Tyler agrees that all rights to indemnification, advancement of expenses, and exculpation by 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 Effective Time, an officer or director of NWS, as provided in the Articles of Incorporation 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 on Schedule 7.13, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) Prior to the Effective Time, NWS shall obtain as of the 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 NWS, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement). The premium amounts for such tail policies shall be 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 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; provided, that neither Tyler, the Surviving Company (except to the extent of such pre-Closing accrual thereof by NWS), nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such tail policies. (c) The obligations of Tyler under this Section 7.13 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 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 7.13 applies shall be Third-Party beneficiaries of this Section 7.13, each of whom may enforce the provisions of this Section 7.13). (d) In the event Tyler or any of 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, 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 Tyler shall assume all of the obligations set forth in this Section 7.13.

Director and Officer Indemnification and Insurance. (a) Tyler The Purchaser agrees that all rights to indemnification, advancement of expenses, expenses and exculpation by NWS 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 Effective TimeClosing Date, an officer or director of NWSthe Acquired Companies, as provided in the Articles Charter Documents of Incorporation or By-laws of NWSthe Acquired Companies, in each case as in effect existing on the date of this Agreement, or pursuant Agreement for the period prior to any other agreements in effect on and ending upon the date hereof and disclosed on Schedule 7.13Closing, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) Prior to the Effective TimeClosing, NWS shall the Acquired Companies shall, at the Selling Parties’ sole cost and expense, obtain as of the Effective Time 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 NWSthe Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time Closing Date (including in connection with the transactions contemplated by this Agreement) (“D&O Tail Policy”). The premium amounts for such tail policies shall be 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 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; provided, that neither Tyler, the Surviving Company (except to the extent of such pre-Closing accrual thereof by NWS), nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such tail policies. (c) The obligations of Tyler the Acquired Companies under this Section 7.13 6.4 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 7.13 6.4 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 7.13 6.4 applies shall be Thirdthird-Party party beneficiaries of this Section 7.136.4, each of whom may enforce the provisions of this Section 7.136.4). (d) In the event Tyler the Purchaser, the Acquired Companies or any of its 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, 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 Tyler the Purchaser or the Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 7.136.4.

Director and Officer Indemnification and Insurance. (a) Tyler agrees Parent and Merger Sub agree that all rights to indemnification, advancement of expenses, expenses and exculpation by NWS 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 Effective Time, an officer or director of NWSthe Company or any included Subsidiary, as provided in the Articles certificate of Incorporation incorporation or Byby-laws of NWSthe Company 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 on Schedule 7.13hereof, shall survive the Closing Date Effective Time and shall continue in full force and effect in accordance with their respective terms. (b) Prior The Surviving Company shall, and Parent shall cause the Surviving Company to (i) maintain in effect for a period of six (6) years after the Effective Time, NWS shall 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 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 Company when compared to the insurance maintained by the Company as of the date hereof), or (ii) obtain as of the 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 NWSthe Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement). The premium amounts for such tail policies shall be 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 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; provided, that neither Tyler, the Surviving Company (except to the extent of such pre-Closing accrual thereof by NWS), nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such tail policies. (c) The obligations of Tyler Parent and the Surviving Company under this Section 7.13 5.04 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 7.13 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 7.13 5.04 applies shall be Thirdthird-Party party beneficiaries of this Section 7.135.04, each of whom may enforce the provisions of this Section 7.135.04). (d) In the event Tyler Parent, the Surviving Company or any of its 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, 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 Tyler Parent or the Surviving Company, as the case may be, shall assume all of the obligations set forth in this Section 7.135.04.

Director and Officer Indemnification and Insurance. (a) Tyler The Purchaser agrees that all rights to indemnification, advancement of expenses, expenses and exculpation by NWS 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 Effective TimeClosing Date, an officer or director of NWSthe Company, as provided in the Articles certificate of Incorporation incorporation or Byby-laws of NWSthe 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 on in Schedule 7.137.17(a), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) Prior The Company shall, and the Purchaser shall cause the Company 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 immediately prior to the Effective TimeClosing Date (provided that the Company may substitute therefor policies, NWS shall 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 Company when compared to the insurance maintained by the Company as of the date hereof); or (ii) obtain as of the Effective Time 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 NWSthe Company, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time Closing Date (including in connection with the transactions contemplated by this Agreement). The premium amounts for such tail policies shall be 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 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; provided, however, that neither Tyler, in no event shall the Surviving Purchaser or the Company (except to the extent of such pre-Closing accrual thereof by NWS), nor any Affiliate thereof shall be obligated required to pay any premiums or other amounts a premium for such “tail” policy in respect excess of such tail policiesthree hundred percent (300%) of the Company’s current annual premium for liability insurance for the directors and officers of the Company. (c) The obligations of Tyler the Purchaser and the Company under this Section 7.13 7.17 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 7.13 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 7.13 7.17 applies shall be Thirdthird-Party party beneficiaries of this Section 7.137.17, each of whom may enforce the provisions of this Section 7.137.17). (d) In the event Tyler the Purchaser, the Company or any of its 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, 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 Tyler the Purchaser or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.137.17. (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) Tyler Parent agrees that all rights to indemnification, advancement of expenses, and exculpation by NWS now the Company existing as of the date hereof 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 Effective TimeClosing Date, an officer officer, director or director employee of NWSthe Company (the “Company Indemnified Persons”), as provided in the Articles of Incorporation or By-laws of NWSCompany Charter Documents, in each case as in effect on as of the date of this Agreementhereof, or pursuant to any other agreements in effect on as of the date hereof and disclosed on in Schedule 7.135.16(a), shall survive the Closing Date Closing, and shall continue in full force and effect in accordance with their respective terms. (b) Prior to the Effective Time, NWS shall obtain as of the Effective Time “tail” insurance policies with for a claims period of six (6) years from after the Closing Date with at least the same coverage and amountsDate. The Company shall comply with, and containing terms shall provide the Company Indemnified Persons with all rights and conditions that are not less advantageous to protections provided in, the directors and officers of NWSCompany Charter Documents, in each case as in effect as of the date hereof, or pursuant to any agreements disclosed in Schedule 5.16(a) notwithstanding any subsequent modification, amendment, or termination of any such Company Charter Documents or agreements, and Parent shall cause the Company to comply with respect to claims arising out the provisions of or relating to events which occurred on or this sentence. (b) Parent acknowledges that, prior to the Effective Time Closing, the Company shall purchase a policy of directors’ and officers’ liability insurance (including the “D&O Tail Policy”) which is intended to be in connection with effect for a period of six (6) years after the transactions Closing Date. The Company agrees to purchase the D&O Tail Policy and Parent agrees that it will take no action, except as contemplated by this Agreement), with respect to the Company and its maintenance of the D&O Tail Policy for such six (6) year period. The insurance premium amounts for such tail policies the D&O Tail Policy shall be fully paid by NWS or accrued on borne equally between Parent and the books Company and records of NWS prior to settled through the Closing. During Company Transaction and Bonus Expenses; 71 provided, however, that the term of such tail policies, neither Tyler nor the Surviving Company shall take any action following bear (through the Closing to cause any such tail policy to be cancelled or any provision therein to be amended or waived; provided, that neither Tyler, Company Transaction and Bonus Expenses) 100% of the Surviving Company (except to the extent of such pre-Closing accrual thereof by NWS), nor any Affiliate thereof shall be obligated obligation to pay any premiums or other amounts premium amount in respect excess of such tail policies$8,000. (c) The obligations of Tyler Parent and the Company under this Section 7.13 5.16 shall not be terminated or modified in such a manner as to adversely affect any director or officer Company Indemnified Person to whom this Section 7.13 5.16 applies without the consent of such affected director or officer Company Indemnified Person (it being expressly agreed that the directors and officers Company Indemnified Persons to whom this Section 7.13 5.16 applies shall be Thirdthird-Party party beneficiaries of this Section 7.135.16, each of whom may enforce the provisions of this Section 7.135.16). (d) In the event Tyler that Parent or any of its the Company or 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, 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 Tyler such Person (as applicable) shall assume all of the obligations of such Person set forth in this Section 7.135.16 as part of, or as a condition to, such Transaction.

Director and Officer Indemnification and Insurance. (a) Tyler The Purchaser agrees that all rights to indemnification, advancement of expenses, expenses and exculpation by NWS the Acquired Companies now existing in favor of each Person who is now, or 50 has been at any time prior to the date hereof or who becomes prior to the Effective TimeClosing Date, an officer or director of NWSthe Acquired Companies, as provided in the Articles Charter Documents of Incorporation or By-laws of NWSthe Acquired Companies, in each case as in effect existing on the date of this Agreement, or pursuant Agreement for the period prior to any other agreements in effect on and ending upon the date hereof and disclosed on Schedule 7.13Closing, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) Prior to the Effective TimeClosing, NWS shall the Acquired Companies shall, at the Selling Parties’ sole cost and expense, obtain as of the Effective Time 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 NWSthe Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time Closing Date (including in connection with the transactions contemplated by this Agreement) (“D&O Tail Policy”). The premium amounts for such tail policies shall be 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 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; provided, that neither Tyler, the Surviving Company (except to the extent of such pre-Closing accrual thereof by NWS), nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such tail policies. (c) The obligations of Tyler the Acquired Companies under this Section 7.13 6.4 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 7.13 6.4 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 7.13 6.4 applies shall be Thirdthird-Party party beneficiaries of this Section 7.136.4, each of whom may enforce the provisions of this Section 7.136.4). (d) In the event Tyler the Purchaser, the Acquired Companies or any of its 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, 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 Tyler the Purchaser or the Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 7.136.4.

Director and Officer Indemnification and Insurance. (a) Tyler agrees that all rights to indemnification, advancement of expenses, and exculpation by NWS 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 Effective Time, an officer or director of NWSSocrata, as provided in the Articles Certificate of Incorporation or By-laws Bylaws of NWSSocrata, 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 on Schedule 7.136.12, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) Prior to the Effective Time, NWS Socrata shall arrange to obtain as of the Effective Time 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 NWSSocrata, as provided by each of Socrata’s claims-made insurance policies (including, without limitation, director and officer insurance) in effect immediately prior to the Closing Date, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement). The premium amounts for such tail policies shall be fully paid by NWS Socrata or accrued on included as a Transaction Expense. Any such tail policies shall include a successor endorsement that names Tyler and the books and records of NWS prior to the ClosingSurviving Corporation as additional insureds. During the term of such tail policies, neither Tyler nor the Surviving Company 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; provided, that neither Tyler, the Surviving Company Corporation (except to the extent of such pre-Closing accrual thereof by NWSSocrata), nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such tail policies. (c) The obligations of Tyler under this Section 7.13 6.12 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 7.13 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 7.13 6.12 applies shall be Third-Party beneficiaries of this Section 7.136.12, each of whom may enforce the provisions of this Section 7.136.12). (d) In the event Tyler or any of 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, 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 Tyler shall assume all of the obligations set forth in this Section 7.136.12.