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

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law), it being the intent of the Parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Law.

Director and Officer Liability and Indemnification. (a) For a period of six five (5) years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s certificate ' Certificate of incorporation and bylaws, Incorporation or By-laws relating to the exculpation or indemnification of former any officers and directors (unless required by applicable Lawlaw), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries who existed as officers and directors of the Company or its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted as they receive under applicable Lawthose documents prior to the Closing.

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ certificate or articles of incorporation, bylaws or other equivalent governing documents, including the Company’s certificate of incorporation and bylaws, documents relating to the exculpation exculpation, indemnification or indemnification advancement of former expenses of any officers and directors (each, a “D&O Indemnified Person”) (unless required by applicable Law), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation exculpation, indemnification and indemnification advancement of expenses to the fullest full extent permitted under applicable of the Law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall Purchaser will not, and shall will not permit the Company or any of its Subsidiaries to to, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, Organizational Documents relating to the exculpation exculpation, indemnification or indemnification advancement of former expenses of any officers and directors (unless required by applicable Applicable Law), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall will continue to be entitled to such exculpation exculpation, indemnification and indemnification advancement of expenses to the fullest full extent permitted under applicable Lawof the law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Base Closing, the Buyer shall not, and Buyer shall not permit the Company or any of its Companies and Subsidiaries to to, amend, repeal or modify modify, in any manner that would materially adversely affect the rights thereunder, any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation formation or limited liability company agreement (or other organizational documents) of the Companies and bylaws, Subsidiaries relating to the exculpation or indemnification of former officers and any officers, directors or managers (unless required by applicable Lawlaw), it being the intent of the Parties that the officers officers, directors and directors managers of the Company Companies and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable Lawof the law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer Purchaser shall not, and shall not permit the any Acquired Company or any of its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the such Acquired Company’s certificate of incorporation and bylaws, or bylaws relating to the exculpation or indemnification of former any managers, directors and/or officers and directors from the form of such provisions as of immediately prior to the Closing (unless required by applicable Law)) for any period prior to the consummation of the Closing, it being the intent of the Parties parties that the managers, directors and officers and directors of the Company and its Subsidiaries prior to the Closing Acquired Companies shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Lawby Law for any period prior to the consummation of the Closing.

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer and Surviving Corporation shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate or articles of incorporation and bylaws, or bylaws relating to the exculpation or indemnification of former any officers and directors in any way that diminishes or adversely affects the indemnification or exculpations provided therein (unless required by applicable Lawlaw), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable the Delaware General Corporation Law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall Purchaser will not, and shall will not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, Governing Documents relating to the exculpation exculpation, indemnification or indemnification advancement of former expenses of any officers and directors (each, an “D&O Indemnified Person”) (unless to provide for greater exculpation or indemnification or unless required by applicable Law), it being the intent of the Parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall will continue to be entitled to such exculpation exculpation, indemnification and indemnification advancement of expenses to the fullest full extent permitted under applicable of the Law.

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s ' certificate of incorporation and bylaws, or bylaws relating to the exculpation or indemnification of former for any officers and directors (in their respective capacities as such) (unless required by applicable Law)law) with respect to matters effected at or prior to the Closing, it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing (in their respective capacities as such) shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable Lawof the law.

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company Subs (or any of its Subsidiaries to their subsidiaries) to, amend, repeal or modify any provision in the Company’s Subs’ (or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, their subsidiaries) Governing Documents relating to the exculpation or indemnification of former officers and directors in any way which decreases or restricts the Subs’ (unless or their subsidiaries) obligations thereunder except to the extent required by applicable Law)Legal Requirements, it being the intent of the Parties parties that the officers and directors of the Company Subs (and its Subsidiaries their subsidiaries) prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable LawLegal Requirements.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, organizational documents relating to the exculpation or indemnification of former any officers and and/or directors (unless required by applicable Lawlaw), it being the intent of the Parties parties that the officers and and/or directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable Lawof the Company’s and its Subsidiaries’ organizational documents.