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, articles of incorporation, operating agreement, bylaws, or equivalent governing documents relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons (unless required by Law), it being the intent of the parties that the Indemnified Persons shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser shall not Parent will not, and shall will not permit the Company Surviving Corporation or any of its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company's or any of its Subsidiaries' certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, incorporation or bylaws (or equivalent governing documents document) or any agreement relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons officers and/or directors (unless required by Law), it being the intent of the parties that the Indemnified Persons shall officers and directors of the Company and its Subsidiaries will continue to be entitled to such exculpation and indemnification (including fee advancement) to the full fullest extent of the permitted by applicable Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (ai) For a period of six (6) years after the Closing DateThe Buyer shall not, the Purchaser shall not and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company's ’s or any of its Subsidiaries' ’ certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, bylaws or equivalent governing documents the Stock Option Plan relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons (unless required by Law)former officers and directors of the Company or its Subsidiaries as in effect on the date hereof, it being the intent of the parties (including each Seller) that the Indemnified Persons officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification (including fee advancement) after the Closing to the full fullest extent of the permitted under Applicable Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (ai) For a period of six (6) years after the Closing DateThe Buyer shall not, the Purchaser shall not and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company's or any of its Subsidiaries' certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, bylaws or equivalent governing documents the Stock Option Plan relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons (unless required by Law)former officers and directors of the Company or its Subsidiaries as in effect on the date hereof, it being the intent of the parties (including each Seller) that the Indemnified Persons officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification (including fee advancement) after the Closing to the full fullest extent of the permitted under Applicable Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser Buyer shall not not, and shall not permit the Company or any of 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 their respective Organizational Documents as now in effect relating to the exculpation or indemnification (including fee advancement) of any Indemnified officers, managing members, managers, directors or equivalent Persons (unless required by Lawlaw), it being the intent of the parties that the Indemnified officers, managing members, managers, directors and equivalent Persons of the Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Personslaw.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser Buyer shall not not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company's or any of its Subsidiaries' certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, incorporation or bylaws (or equivalent governing documents documents) relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons officers and/or directors (unless required by Lawlaw), it being the intent of the parties that the Indemnified Persons 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 of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Personslaw.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser shall not and shall not permit the Company or its Subsidiaries Subsidiary to amend, repeal or otherwise modify any provision in the Company's ’s or its Subsidiaries' Subsidiary’s certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, incorporation or bylaws (or equivalent governing documents document) relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons officers and/or directors (unless required by Law), it being the intent of the parties that the Indemnified Persons officers and directors of the Company and its Subsidiary (the “D&O Indemnitees”) shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full fullest extent of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser shall not Buyer will not, and shall will not permit the Company or its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company's ’s certificate or its Subsidiaries' certificate of formation, certification of incorporation, articles of incorporationincorporation or organization, bylaws, applicable operating agreement, bylawslimited liability company agreement, or other equivalent governing documents relating to the exculpation exculpation, indemnification or indemnification (including fee advancement) advancement of expenses of any officers and directors (each, an “Indemnified Persons Person”) (unless required by Lawlaw), it being the intent of the parties that the Indemnified Persons shall officers, managers and directors of the Company will continue to be entitled to such exculpation exculpation, indemnification and indemnification (including fee advancement) advancement of expenses to the full extent of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Personslaw.

Director and Officer Liability and Indemnification. (a) For a period of six (6) five years after the Closing DateClosing, the Purchaser Buyer shall not not, and shall not permit the Company or any of its Subsidiaries Subsidiaries, or their respective successors, to amend, repeal or otherwise modify any provision in the Company's or any of its Subsidiaries' certificate of formation, certification of incorporation, or articles of incorporation, operating agreement, bylaws, incorporation or equivalent governing documents bylaws as in existence on the date hereof relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons officers and directors (unless required by Lawlaw), it being the intent of the parties that the Indemnified Persons 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 of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Personslaw.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser Buyer shall not not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or otherwise modify any provision in the Company's or any of its Subsidiaries' certificate of formation, certification of incorporation, or articles of incorporation, operating agreement, bylaws, incorporation or bylaws (or equivalent governing documents organizational documents) relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons officers and directors (unless required by Lawlaw), it being the intent of the parties hereto that the Indemnified Persons 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 of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Personslaw.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing Date, the Purchaser shall not not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or otherwise modify any provision in the Company's ’s or any of its Subsidiaries' certificate of formation, certification of incorporation, Subsidiaries articles of incorporation, operating agreement, bylaws, incorporation or bylaws (or equivalent governing documents organizational documents) relating to the exculpation or indemnification (including fee advancement) of any current or former officer or director (the “D&O Indemnified Persons Persons”) (unless required by Law), it being the intent of the parties that the D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full fullest extent of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser Buyer shall not not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or otherwise modify any provision in the Company's ’s or any of its Subsidiaries' certificate of formation’ governing documents, certification of incorporation, including the Company’s articles of incorporation, operating agreement, incorporation and bylaws, or equivalent governing documents relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons former officers and directors (unless required by Law), it being the intent of the parties that the Indemnified Persons officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full fullest extent of the permitted under applicable Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (a) For Purchaser hereby agrees that, for a period of six (6) years after the Closing DateClosing, the Purchaser it shall not not, and shall not permit the Company or its Subsidiaries to amendto, repeal or otherwise modify in any manner adverse to the officers and directors of the Company any provision in the Company's or its Subsidiaries' certificate Certificate of formation, certification Incorporation and Memorandum and Articles of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents Association relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons former officers and directors (unless required by Lawlaw), it being the intent of the parties that those individuals serving as the Indemnified Persons officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full fullest extent permitted under the law of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any jurisdiction of the Indemnified Personsincorporation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser Buyer shall not not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or otherwise modify any provision in the Company's or any of its Subsidiaries' certificate of formationgoverning documents, certification of incorporation, including the Company's articles of incorporation, operating agreement, incorporation and bylaws, or equivalent governing documents relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons former officers and directors (unless required by Lawlaw), it being the intent of the parties that the Indemnified Persons officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full fullest extent of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform permitted under all indemnification obligations owed to any of the Indemnified Personsapplicable law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, the Purchaser shall not and shall not permit the Company or Holdings and its Subsidiaries (including their respective successors and assigns, if any) to amend, repeal or otherwise modify any provision in the Company's or Holdings’ and its Subsidiaries' certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, ’ charter documents or equivalent governing documents bylaws relating to the exculpation or indemnification (including fee advancement) of any Indemnified Persons former officers and directors (unless required by Law), it being the intent of the parties that the Indemnified Persons officers and directors of Holdings and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full fullest extent permitted under the Law of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all indemnification obligations owed to any jurisdiction of the Indemnified Personsincorporation.