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

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for a period of three years after the Closing, the Buyer shall not, and shall not permit the Company to amend, repeal or modify any provision in the Organizational Documents or other agreements entered into with any of the Company’s past or present officers or directors relating to the exculpation or indemnification of former officers and directors (unless required by law), it being the intent of the parties that the officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) to the fullest extent permitted under applicable law, in particular under laws applicable to indemnification or exculpation. If the Company or any of its successors or assigns (i) shall consolidate with, merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are made so that the successors and assigns of the Company shall assume all of the obligations set forth in this Section 6.3. The provisions of this Section 6.3 are intended for the benefit of each and any current and former officer and director of the Company and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3), and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for a) For a period of three years after commencing on the ClosingClosing Date and ending on the second anniversary thereof, the Buyer shall not, and shall not permit the Company to to, amend, repeal or modify any provision in the Organizational Documents or other agreements entered into with any of the Company’s past or present officers or directors articles of incorporation and bylaws relating to the exculpation or indemnification of either AR or LR as a former officers and directors employee, officer or director of the Company (unless required by lawapplicable Law), it being the intent of the parties Parties that the officers AR and directors of the Company prior to the Closing LR shall continue to be entitled to such exculpation and indemnification for to the full extent of applicable Law, but solely with respect to claims by third parties (not including Persons other than the Seller or the Holder) to the fullest extent permitted under applicable law, in particular under laws applicable to indemnification or exculpationParties and their Affiliates. If Buyer, the Company or any of its their respective successors or assigns (ia) shall consolidate with, with or merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, consolidation or merger or amalgamation or (iib) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are shall be made by Buyer so that the successors and assigns of Buyer or the Company Company, or the transferee of such properties and assets, as the case may be, shall assume all of the obligations set forth in this Section 6.36.4. The provisions of this Section 6.3 6.4 are intended for the benefit of each of, and any current will be enforceable by, AR and former officer and director of the Company LR and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3)representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person AR or LR may have had by contract or otherwise. (b) Prior to the Closing, the Company shall obtain policies of directors’ and officers’ liability insurance having a coverage limit of not less than $2,000,000 to be in effect for the period commencing on the Closing Date and ending on the second anniversary thereof and covering claims arising from or related to facts or events which occurred at or before the Closing.

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for For a period of three six (6) years after the ClosingClosing Date, the Buyer Parent shall not, and shall not permit the Company to to, amend, repeal or modify any provision in the Organizational Documents or other agreements entered into with any of the Company’s past or present officers or directors Governing Documents relating to the exculpation or indemnification of any current or former officers and directors employee, officer, member or manager (unless required by lawapplicable Law), it being the intent of the parties that the officers employees, officers, shareholders and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including as may be provided in the Seller or the Holder) Governing Documents to the fullest full extent permitted under applicable of the law. Parent shall cause the Company to maintain its existing officers’ and directors’ liability insurance, or other liability insurance that covers events occurring prior to the Closing, on terms and in particular under laws applicable amounts no less favorable to indemnification or exculpationits employees, officers, members and directors than its existing officers’ and director’s liability insurance for a period of six (6) years after the Closing. If Parent or the Company or any of its their respective successors or assigns (ia) shall consolidate with, with or merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, consolidation or merger or amalgamation or (iib) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are shall be made so that the successors and assigns of Parent and the Company shall assume all of the obligations set forth in this Section 6.35.7. The provisions of this Section 6.3 5.7 are intended for the benefit of of, and will be enforceable by, each and any current and former officer employee, officer, shareholder and director of the Company and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3)representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.