Common use of Director and Officer Indemnification Clause in Contracts

Director and Officer Indemnification. (a) From and after the Effective Time, and until the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties”) pursuant to any indemnification, exculpation and advancement provisions under the Organizational Documents of the Company as in effect on the date hereof and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the date hereof, in each case, to the extent true and complete copies of which have been made available to Parent prior to the date hereof, with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, the foregoing obligations shall be subject to any limitation imposed by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the Organizational Documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company as of the date hereof, and during such six (6)-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent shall indemnify and until the sixth (6th) anniversary hold harmless each present and former director, officer and employee of the Effective TimeAcquired Companies against any costs or expenses (including reasonable attorneys’ fees), Parent shall cause the Surviving Corporation to fulfill and honor judgments, fines, losses, claims, damages or liabilities incurred in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties”) pursuant to connection with any indemnificationClaim, exculpation and advancement provisions under the Organizational Documents of the Company as in effect on the date hereof and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the date hereof, in each case, to the extent true and complete copies of which have been made available to Parent prior to the date hereof, with respect to claims arising out of or pertaining to matters existing or occurring at or prior to the Effective Time; provided, howeverwhether asserted or claimed prior to, the foregoing obligations shall be subject to any limitation imposed by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of or after the Effective Time, to the Surviving Corporation shall fullest extent that the applicable Acquired Company would have been permitted under applicable Law and its respective Organizational Documents in effect on the date hereof to indemnify such person (and including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Parent shall cause each Acquired Company (i) to maintain for a period of not less than six (6) years from the Surviving Corporation toEffective Time, provisions in its Organizational Documents concerning the indemnification and exculpation (including relating to expense advancement) cause of such Acquired Company’s former and current officers, directors, employees, parents and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Surviving Corporation to contain provisions with respect to indemnificationsuch Acquired Company, exculpation and the advancement of expenses that are at least as favorable as the indemnificationin each case, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company as of the date hereofhereof and (ii) not to amend, and during such six (6)-year period, repeal or otherwise modify such provisions shall not be repealed, amended or otherwise modified in any manner respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law. Parent shall assume, and be jointly and severally liable for, and shall cause each Acquired Company to honor, each of the covenants in this Section 6.15.

Director and Officer Indemnification. (a) From The Buyer agrees that, for a period of six (6) years from and after the Effective Time, (i) all rights to indemnification, advancement of expenses and until exculpation by the sixth (6th) anniversary Company or any Subsidiary now existing in favor of each Person who is now, or has been at any time prior to the Agreement Date or who becomes prior to the Closing Date, an officer or director of the Effective TimeCompany or is otherwise party to an agreement set forth on Schedule 5.4, Parent as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance with their respective terms, and (ii) the Surviving Corporation or its successor shall, and the Buyer shall cause the Surviving Corporation to or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the obligations Company in favor of the Company to Persons who on or prior Indemnitees described above in clause (i) of this Section 5.4(a). (b) Prior to the Effective Time are or were directors and/or officers of Closing, the Company (the shall purchase a fully prepaid “Company Indemnified Parties”) pursuant to any indemnification, exculpation and advancement provisions tail” policy under the Organizational Documents Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of six (6) years from the Company as Effective Time, (ii) covers only those persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy in effect on the date hereof and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the date hereof, in each case, to the extent true of this Agreement and complete copies of which have been made available to Parent prior to the date hereof, with respect to claims arising out of only for matters occurring at or prior to the Effective Time; provided, however, the foregoing obligations shall be subject to any limitation imposed by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the Organizational Documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company as of the date hereof, and during such six (6)-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law.60

Director and Officer Indemnification. During the Term and thereafter, the Company shall, to the fullest extent permitted by law and the Company’s Memorandum and Articles of Association (aand any successor governing documents, each, as may be amended from time to time (collectively, the “Governing Documents”)), promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) From and after incurred by Executive in connection with any actual, threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the Effective Timeexecution, and until the sixth (6th) anniversary discharge or exercise of the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations Executive’s duties as an officer of the Company to Persons who on or prior to officer or director of any of its Subsidiaries, as applicable, and/or the Effective Time are or were directors and/or officers exercise of Executive’s powers in Executive’s capacity as an officer of the Company (the “Company Indemnified Parties”) pursuant to or officer or director of any indemnificationof its Subsidiaries, exculpation and advancement provisions under the Organizational Documents as applicable, or otherwise in relation thereto other than incurred by reason of the Company as in effect on the date hereof and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the date hereof, in each case, to the extent true and complete copies of which have been made available to Parent prior to the date hereof, with respect to claims arising out of matters occurring at or prior to the Effective TimeExecutive’s actual fraud; provided, however, the foregoing obligations shall be subject to any limitation imposed by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the Organizational Documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses provided that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company as of the date hereof, and during such six (6)-year period, such provisions Executive shall not be repealedfound to have committed actual fraud unless or until a court of competent jurisdiction shall have made a finding to that effect. Such expenses shall be promptly advanced to Executive to the fullest extent permitted by law or the Governing Documents, amended provided that if it is determined by a court of competent jurisdiction without further right of appeal that Executive is not entitled to such indemnification, reimbursement or otherwise modified in any manner except as required by applicable Lawadvancement, then Executive shall promptly return all such amounts to the Company.

Director and Officer Indemnification. (a) From and after the Effective Time, and until the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to Following the Effective Time are or were directors and/or and for a period of five years thereafter, Compass shall indemnify, defend, and hold harmless the present and former directors, officers and employees of the Company (the “Company each, an "Indemnified Parties”Party") pursuant to against all costs or expenses, including reasonable attorneys' fees, judgments, fines, losses, claims, damages or liabilities incurred in connection with any indemnificationclaim, exculpation and advancement provisions under the Organizational Documents of the Company as in effect on the date hereof and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the date hereofaction, in each casesuit, to the extent true and complete copies of which have been made available to Parent prior to the date hereofproceeding or investigation, with respect to claims whether civil, criminal, administrative, or investigative, arising out of matters occurring actions or omissions accruing at or prior to the Effective Time; provided) including, howeverwithout limitation, the foregoing obligations shall be subject transactions contemplated by this Agreement) to any limitation imposed by applicable Law. In additionthe fullest extent that the Company is permitted to indemnify (and advance expenses to) its directors, during officers and employees under the period commencing at Company's Articles of Incorporation and By-laws and indemnification agreements between the Effective Time Company and ending its directors and officers, as in effect on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the Organizational Documents of the Surviving Corporation date hereof; provided that any determination required to contain provisions be made with respect to indemnificationwhether an officer's, exculpation director's, or employee's conduct complies with the standard set forth under the Company's Articles, By-laws, and other indemnification agreements between the advancement of expenses Company and its directors and officers shall be made by independent counsel (which shall not be counsel that are at least as favorable as provides material services to Compass, the indemnification, exculpation Company or the person seeking indemnification hereunder) selected by Compass and advancement of expenses reasonably acceptable to such officer or director or employee. The indemnification provisions currently contained in the Organizational Documents Articles of Incorporation, Bylaws and written agreements of the Company as of shall not be amended after the date hereof, and during such six (6)-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law.

Director and Officer Indemnification. (a) From and after the Effective TimeClosing, the Purchaser shall indemnify and until the sixth (6th) anniversary hold harmless each present and former director, officer, manager and employee of the Effective Time, Parent shall cause the Surviving Corporation Acquired Companies against Indemnifiable Losses incurred in connection with any Claim arising out of or pertaining to fulfill and honor in all respects the obligations of the Company to Persons who on matters existing or occurring at or prior to the Effective Time are Closing, whether asserted or were directors and/or officers of claimed prior to, at or after the Closing, to the fullest extent that the applicable Acquired Company (the “Company Indemnified Parties”) pursuant to any indemnification, exculpation would have been permitted under applicable Law and advancement provisions under the its respective Organizational Documents of the Company as in effect on the date hereof to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Purchaser shall cause each Acquired Company (i) to maintain for a period of not less than six (6) years from the Closing, provisions in its Organizational Documents concerning the indemnification and pursuant exculpation (including relating to any indemnification agreements between expense advancement) of such Acquired Company’s former and current officers, directors, managers, employees, parents and agents that are no less favorable to those Persons than the Company and such Company Indemnified Parties existing as provisions of the date hereofOrganizational Documents of such Acquired Company, in each case, to the extent true and complete copies of which have been made available to Parent prior to the date hereof, with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, the foregoing obligations shall be subject to any limitation imposed by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the Organizational Documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company as of the date hereofhereof and (ii) not to amend, and during such six (6)-year period, repeal or otherwise modify such provisions shall not be repealed, amended or otherwise modified in any manner respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law. The Purchaser shall assume, and be jointly and severally liable for, and shall cause each Acquired Company to honor, each of the covenants in this Section 6.13.

Director and Officer Indemnification. (a) From and after the Effective TimeClosing, and until the sixth (6th) anniversary of the Effective Time, Parent Buyer shall cause the Surviving Corporation Company to fulfill indemnify and honor in all respects the obligations hold harmless each present and former director, manager and officer of the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, arising out of or pertaining to Persons who on matters existing or occurring at or prior to the Effective Time are Closing, whether asserted or were directors and/or officers of claimed prior to, at or after the Closing, to the fullest extent that the Company (the “Company Indemnified Parties”) pursuant to any indemnification, exculpation would have been permitted under applicable Law and advancement provisions under the its Organizational Documents of the Company as in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law); provided that Buyer’s obligations under this Section 6.12(a) shall not exceed (and pursuant shall be subject to any indemnification agreements between limitations applicable to) the corresponding obligations of the Company and such Company Indemnified Parties existing as of under the Company’s Organizational Documents in effect on the date hereof. Without limiting the foregoing, Buyer shall cause the Company (i) to maintain for a period of not less than six (6) years from the Closing, provisions in its Organizational Documents concerning the indemnification and exculpation (including relating to expense advancement) of the Company’s former and current directors, managers and officers that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company, in each case, to the extent true and complete copies of which have been made available to Parent prior to the date hereof, with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, the foregoing obligations shall be subject to any limitation imposed by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the Organizational Documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company as of the date hereofhereof and (ii) not to amend, and during such six (6)-year period, repeal or otherwise modify such provisions shall not be repealed, amended or otherwise modified in any manner respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law.

Director and Officer Indemnification. (a) From and after the Effective TimeClosing, and until the sixth (6th) anniversary of the Effective Time, Parent Purchaser shall cause the Surviving Corporation Acquired Company to fulfill indemnify, defend and honor in all respects the obligations hold harmless each present and former director, officer and employee of the Acquired Company against Indemnifiable Losses incurred by such person in connection with any Claim against such person arising out of or pertaining to Persons who on such person’s capacity as a director, officer or employee in respect of matters existing or occurring at or prior to the Effective Time are Closing, whether asserted or were directors and/or officers of claimed prior to, at or after the Closing, to the fullest extent that the Acquired Company (the “Company Indemnified Parties”) pursuant to any indemnification, exculpation would have been permitted under applicable Law and advancement provisions under the its Organizational Documents of the Company as in effect on the date hereof to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Purchaser shall cause the Acquired Company (i) to maintain for a period of not less than six (6) years from the Closing, provisions in its Organizational Documents concerning the indemnification and pursuant exculpation (including relating to any indemnification agreements between the Company and such Company Indemnified Parties existing as expense advancement) of the date hereofAcquired Company’s former and current officers, directors, employees, parents and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Acquired Company, in each case, to the extent true and complete copies as of which have been made available to Parent prior to the date hereofhereof and (ii) not to amend, with repeal or otherwise modify such provisions in any respect to claims arising out that would adversely affect the rights of matters occurring at or prior to the Effective Time; providedthose Persons thereunder, howeverin each case, the foregoing obligations shall be subject to any limitation imposed except as required by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent Purchaser shall cause the Surviving Corporation toAcquired Company to pay any and all legal and other fees, costs and expenses (including the cost of investigation and preparation) cause of any indemnitee under this Section 6.13, as incurred and to the fullest extent permitted under applicable Law and the Organizational Documents of the Surviving Corporation Acquired Company in effect on the date hereof; provided, however, that the Person to contain provisions with respect whom expenses are advanced provides an undertaking to indemnification, exculpation repay such advances to the extent required by applicable Law and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Acquired Company as of in effect on the date hereof. The Purchaser shall pay or cause to be paid all fees, costs and expenses, including reasonable attorneys’ fees, that are incurred by an indemnitee in enforcing this Section 6.13. The Purchaser shall assume, and during such six (6)-year periodbe jointly and severally liable for, such provisions and shall not be repealedcause the Acquired Company to honor, amended or otherwise modified each of the covenants in any manner except as required by applicable Lawthis Section 6.13.

Director and Officer Indemnification. (a) From and after the Effective TimeClosing, Purchaser shall indemnify and until the sixth (6th) anniversary hold harmless each present and former director, officer and employee of the Effective TimeAcquired Companies against any costs or expenses (including reasonable attorneys’ fees), Parent shall cause the Surviving Corporation judgments, fines, losses, claims, damages or liabilities incurred in connection with any Claim, arising out of or pertaining to fulfill and honor in all respects the obligations of the Company to Persons who on matters existing or occurring at or prior to the Effective Time are Closing, whether asserted or were directors and/or officers of claimed prior to, at or after the Closing, to the fullest extent that the applicable Acquired Company (the “Company Indemnified Parties”) pursuant to any indemnification, exculpation would have been permitted under applicable Law and advancement provisions under the its respective Organizational Documents of the Company as in effect on the date hereof to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall cause each Acquired Company (i) to maintain for a period of not less than six (6) years from the Closing, provisions in its Organizational Documents concerning the indemnification and pursuant exculpation (including relating to any indemnification agreements between expense advancement) of such Acquired Company’s former and current officers, directors, employees, parents and agents that are no less favorable to those Persons than the Company and such Company Indemnified Parties existing as provisions of the date hereofOrganizational Documents of such Acquired Company, in each case, to the extent true and complete copies of which have been made available to Parent prior to the date hereof, with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, the foregoing obligations shall be subject to any limitation imposed by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the Organizational Documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company as of the date hereofhereof and (ii) not to amend, and during such six (6)-year period, repeal or otherwise modify such provisions shall not be repealed, amended or otherwise modified in any manner respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law. Purchaser shall assume, and be jointly and severally liable for, and shall cause each Acquired Company to honor, each of the covenants in this Section 6.14.