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

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing Date, the Purchaser shall not, and shall not permit the Company or its Subsidiaries to, amend, repeal or otherwise modify any provision in the Company’s or its Subsidiaries’ certificate of formation, certification of incorporation, operating agreement, bylaws, or equivalent governing documents relating to the exculpation or indemnification (including fee advancement) of any officers and/or directors in any manner that would adversely affect the rights of such officers and/or directors thereunder (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent provided in such governing documents as of the date hereof. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all such indemnification obligations owed to any of the individuals who were officers and/or directors of the Company or its Subsidiaries at or prior to the Closing Date.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing Date, the Purchaser shall not, and shall not permit the Company Surviving Corporation or its Subsidiaries to, to amend, repeal or otherwise modify any provision in the CompanySurviving Corporation’s or its Subsidiaries’ certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents relating to the exculpation or indemnification (including fee advancement) of any officers and/or directors in any manner that would adversely affect the rights of such officers and/or directors thereunder (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent provided in such governing documents as of the date hereofLaw. The Purchaser shall, and shall cause the Company Surviving Corporation and its Subsidiaries to, honor and perform under all such indemnification obligations owed to any of the individuals who were officers and/or directors of the Company or its Subsidiaries at or prior to the Closing Date.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing Date, the Purchaser shall not, and shall not permit the Company or its Subsidiaries to, amend, repeal or otherwise modify any provision in the Company’s or its Subsidiaries’ certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents relating to the exculpation or indemnification (including fee advancement) of any officers officers, employees and/or directors in any manner that would adversely affect (the rights of such officers and/or directors thereunder “Indemnified Persons”) (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries Indemnified Persons shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent provided thereunder in such governing documents as of the date hereofaccordance with applicable Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all such indemnification obligations owed to any of the individuals who were officers and/or directors of the Company or its Subsidiaries at or prior to the Closing DateIndemnified Persons thereunder.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing Date, the Purchaser shall not, and shall not permit the Company Surviving Corporation or its Subsidiaries to, to amend, repeal or otherwise modify any provision in the Company’s or its Subsidiaries’ certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents in effect as of the date hereof relating to the exculpation or indemnification (including fee advancement) of any officers and/or directors in any manner that would adversely affect the rights of such officers and/or directors thereunder (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification (including fee advancement) as is provided to such Persons thereunder as of the date hereof to the full extent provided in such governing documents as of the date hereofLaw. The Purchaser shall, and shall cause the Company Surviving Corporation and its Subsidiaries to, to honor and perform under all such indemnification obligations under such governing documents in effect as of the date hereof owed to any of the individuals who were officers and/or directors of the Company or its Subsidiaries at or prior to the Closing Date.