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. (a1) All XXXX agrees that all rights to indemnification, advancement of expenses and exculpation by each Group the Company or any Subsidiary 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 the Company or such Group CompanySubsidiary, as provided in the articles of incorporation bylaws or by-laws (other governing documents of the Company or similar organization documents) of such Group CompanySubsidiary, in each case as in effect on the date of this Agreement (Agreement, or pursuant to any other agreements disclosed in the case of HoldCo, the Closing Date)Disclosure Letter, 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. (b2) Parties hereto agree The Company shall, and GABY shall cause the Company to (i) maintain in effect for a period of six two (2) years after the Closing Date Date, if available, the current policies (or substantially similar policies with the same or increased limits) of directors’ ' and officers’ ' liability insurance maintained by each Group the Company immediately prior to the Closing Date; Date (provided that each Group the Company may substitute therefor policies 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 the Company or applicable Subsidiaries when compared to the insurance maintained by such Group the Company as of the date hereof), or (ii) obtain as of the Closing Date "tail" insurance policies with a claims period of two (2) 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 and the 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). (c3) The obligations of GABY and the Parties Company under this Section 6.8 5.07 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.8 5.07 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 5.07 applies shall be third-party beneficiaries of this Section 6.85.07, each of whom may enforce the provisions of this Section 6.85.07). In the event GABY, 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 GABY or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.07.

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).