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

Director and Officer Liability and Indemnification. For a period of six (6) years after the Closing Date, Buyer shall not, and shall not permit the Company or any of its Subsidiaries to, amend, repeal or modify any provision in the Companies’ Organizational Documents or Governing Documents relating to the exculpation or indemnification of former officers and directors (unless otherwise required by law), it being the intent of the Parties that the officers and directors of the Companies prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law. For a period of six (6) years after the Closing Date, Buyer shall, or shall cause the Company and its Subsidiaries to, maintain director and officer liability insurance, which insurance shall provide coverage for the individuals who were officers and director of the Company and its Subsidiaries prior to the Closing Date, comparable to the policy or policies maintained by the Companies immediately prior to the Closing Date to the maximum extent such policies may be so maintained, for no more than an annual cost of 300% of the cost for the year ended December 31, 2003. All estimated costs of procuring such insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down Costs.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, 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 CompaniesCompany’s or any of its Subsidiaries’ Organizational Documents or Governing Documents governing documents, including the Company’s certificate of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless otherwise required by lawapplicable Law), it being the intent of the Parties that the officers and directors of the Companies 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. Law. (b) For a period of six (6) years after the Closing DateClosing, the Buyer shall, or shall cause the Company and its Subsidiaries to, maintain director and officer liability insuranceinsurance or a “tail” policy, which insurance shall provide providing coverage for the individuals who were officers and director directors of the Company and its Subsidiaries prior to the Closing Date, and are currently covered by the Company’s or its Subsidiaries’ liability insurance policies with respect to directors and officers comparable to the policy or policies maintained by the Companies Company or its Subsidiaries immediately prior to the Closing Date for the benefit of such individuals; provided, however, that in no event shall the Buyer be required to expend in the maximum extent aggregate for such policies may be so maintaineddirectors’ and officers’ liability insurance, for no more than or “tail” policy, an annual cost amount in excess of 300200% of the cost for the year ended December 31, 2003. All estimated costs of procuring such insurance (to the extent not obtained or annual premium currently paid by the Companies prior to Company or its Subsidiaries for its directors’ and officers’ liability insurance as in effect on the Effective Date) shall be deemed to be Shut Down Costsdate hereof.

Director and Officer Liability and Indemnification. (a) For a period of six seven (67) years after the Closing DateClosing, the Company shall, and the Buyer shall not, and shall not permit cause the Company or any of its Subsidiaries to, amend, repeal or modify any provision keep in effect all of the Companies’ Organizational Documents or Governing Documents relating to the Company’s obligations regarding exculpation or indemnification (including any obligations to advance funds for expenses) of the current or former directors, officers and directors (unless otherwise required or consultants of the Company for acts or omissions by law)such directors, officers or consultants occurring prior to the Closing to the extent that such obligations of the Company exist on the date of this Agreement, whether pursuant to the Company certificate of incorporation, bylaws, individual indemnity agreements, by Law or otherwise, it being the intent of the Parties parties hereto that the directors, officers and directors consultants of the Companies Company prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law. For a period of Law. (b) The Company shall, and the Buyer shall cause the Company to, maintain in effect for six (6) years after the Closing Date, Buyer shall, insurance “tail” or shall cause other insurance policies for directors and officers of the Company with respect to matters existing or occurring on or prior to the Closing in an amount and its Subsidiaries toscope at least as favorable as the coverage applicable to directors and officers as of the Closing under the Company’s directors’ and officers’ liability insurance policy. (c) This Section 7.03 shall survive the Closing, maintain director and officer liability insurance, which insurance shall provide coverage be for the individuals who were benefit of, and shall be enforceable by, the Sellers and the directors and officers and director of the Company and its Subsidiaries prior to the Closing Date, comparable to the policy or policies maintained by the Companies immediately prior to the Closing Date to the maximum extent such policies may shall be so maintained, for no more than an annual cost of 300% binding on all successors and assigns of the cost for Buyer and the year ended December 31, 2003. All estimated costs of procuring such insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down CostsCompany.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, Buyer and Surviving Corporation shall not, and shall not permit the Company or any of its Subsidiaries to, to amend, repeal or modify any provision in the CompaniesCompany’s or any of its Subsidiaries’ Organizational Documents certificate or Governing Documents articles of incorporation 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 otherwise required by law), it being the intent of the Parties parties that the officers and directors of the Companies prior to the Closing Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable law. the Delaware General Corporation Law. (b) For a period of six (6) years after the Closing DateClosing, Buyer and Surviving Corporation shall, or shall cause the Company and its Subsidiaries to, maintain director and officer liability insurance, insurance which insurance shall provide coverage for the individuals who were officers and director directors of the Company and its Subsidiaries prior to the Closing Date, comparable to the policy or policies maintained by the Companies Company or its Subsidiaries immediately prior to the Closing Date for the benefit of such individuals; provided that Buyer and Surviving Corporation shall not be required to the maximum extent such policies may be so maintained, for no more than an maintain any policy with annual cost of 300premiums exceeding 200% of the cost for the year ended December 31, 2003. All estimated costs of procuring such insurance (to the extent not obtained or premiums paid by the Companies Company or its Subsidiaries immediately prior to the Effective Date) shall be deemed to be Shut Down CostsClosing.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after following the Closing Date, Buyer Purchaser shall not, and shall not permit ensure that the Company or any of its Subsidiaries todoes not, amend, repeal or modify any provision in the Companies’ Company’s Organizational Documents or Governing Documents relating to the exculpation exculpation, indemnification or indemnification advancement of former expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein (unless otherwise required by lawapplicable Law), it being the intent of the Parties that during such period the officers and directors of the Companies Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) shall continue to be entitled to such exculpation exculpation, indemnification and indemnification advancement of expenses to the fullest full extent permitted provided for under applicable law. For a period Law and in the Company’s Organizational Documents as of six immediately prior to the Closing. (6b) years To the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing DateClosing, Buyer shall, or Purchaser shall cause the Company (each, a “D&O Indemnifying Party”) to (i) indemnify and its Subsidiaries tohold harmless (and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below), maintain director and officer liability insurancelosses, which insurance shall provide coverage for the individuals who were officers and director of the Company and its Subsidiaries prior to the Closing Dateclaims, comparable to the policy or policies maintained by the Companies immediately prior to the Closing Date to the maximum extent such policies may be so maintaineddamages, for no more than an annual cost of 300% of the cost for the year ended December 31, 2003. All estimated costs of procuring such insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down Costs.NAI-1502820106v1

Director and Officer Liability and Indemnification. (1) For a period of six (6) years after following the Closing Date, Buyer the Purchaser shall not, cause the Corporation to indemnify and shall not permit the Company or any of its Subsidiaries to, amend, repeal or modify any provision in the Companies’ Organizational Documents or Governing Documents relating to the exculpation or indemnification of former officers hold harmless all past and directors (unless otherwise required by law), it being the intent of the Parties that the present officers and directors of the Companies prior Corporation (each, a “D&O Indemnitee”) to the Closing shall continue to be entitled to same extent such exculpation D&O Indemnitees are currently indemnified and indemnification held harmless by the Corporation pursuant to the fullest extent permitted under applicable law. For a period of six (6) years after the Closing Date, Buyer shall, or shall cause the Company and its Subsidiaries to, maintain director and officer liability insurance, which insurance shall provide coverage for the individuals who were officers and director Constating Documents of the Company and its Subsidiaries Corporation for acts or omissions occurring at or prior to the Closing Date, comparable except as otherwise required by Applicable Law. Notwithstanding any other provision herein, in no event shall the Purchaser or the Corporation be required to the policy indemnify, defend or policies maintained hold harmless, or incur any other costs or expenses on behalf of any D&O Indemnitee with respect to any matter that is not otherwise covered by the Companies immediately D&O Tail Policy. (2) The Vendor shall cause the Corporation to purchase prior to the Closing Date (at the Vendor’s sole cost and expense, to be paid as a Transaction Expense), and the maximum extent such policies may be so maintainedPurchaser shall cause the Corporation to maintain from and after the Closing Date, run-off “tail” coverage for directors’ and officers’ liability insurance on terms no more less favorable than an annual cost those in effect on the date hereof for a period of 300% at least six years after the Closing (the “D&O Tail Policy”). (3) The provisions of the cost this Section 5.15 are intended for the year ended December 31benefit of, 2003. All estimated costs of procuring and will be enforceable by (as express third party beneficiaries), each D&O Indemnitee and their respective heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such insurance (to the extent not obtained person may have had by Contract or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down Costsotherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing DateClosing, Buyer shall not, and the Purchaser shall not permit the Company or any of its Subsidiaries to, Subsidiary to amend, repeal or otherwise modify any provision in the Companies’ Organizational Documents Company’s or Governing Documents its Subsidiary’s certificate of incorporation or bylaws (or equivalent governing document) relating to the exculpation or indemnification of former any officers and and/or directors (unless otherwise required by lawLaw), it being the intent of the Parties parties that the officers and directors of the Companies prior to Company and its Subsidiary (the Closing “D&O Indemnitees”) shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law. For of the Law. (b) Prior to the Closing, the Company shall obtain commercially reasonable, prepaid “tail” insurance policies with a claims period of six (6) years after from the Closing Date which have terms and conditions providing directors’ and officers’ liability insurance benefits that are consistent with the Company’s existing policies which cover acts or omissions occurring on or prior to the Closing Date; provided, Buyer shallhowever, or that the Company shall consult with Purchaser in good faith prior to obtaining such “tail” insurance policies. The Purchaser shall not, and shall cause the Company and its Subsidiaries Subsidiary not to, maintain director and officer liability insurance, which cancel or change such insurance shall provide coverage for policies in any material respect. (c) In the individuals who were officers and director event that all or substantially all of the assets of the Company are sold, whether in one transaction or a series of transactions, then the Purchaser and its Subsidiaries prior to the Closing DateCompany shall, comparable to and in each such case, ensure that the policy or policies maintained by the Companies immediately prior to the Closing Date to the maximum extent such policies may be so maintained, for no more than an annual cost of 300% successors and assigns of the cost for Company assume the year ended December 31, 2003. All estimated costs of procuring such insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down Costsobligations set forth in this Section 8.03.

Director and Officer Liability and Indemnification. (a) For a period of six (6) eight years after the Closing Date, Buyer shall not, at all times continue to give effect to each and shall not permit all of the Company provisions in the Company’s or any Company Subsidiary’s governing documents (e.g., articles of its Subsidiaries toassociation, amendbylaws, repeal or modify any provision in the Companies’ Organizational Documents or Governing Documents operating agreements, partnership agreements, etc.) relating to the exculpation or indemnification of former officers and directors (unless otherwise required by law), it being the intent of the Parties parties that the officers and directors of the Companies Company and the Company Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law. For a period , notwithstanding any amendment, modification or termination of six (6) years such provisions after the Closing. (b) Following the Closing DateDate and for the term of such policy, Buyer shall, or shall cause the Company and its the Company Subsidiaries to, maintain in full force and effect, the director and officer liability insurance, insurance paid for by the Sellers and reflected on the Estimated Purchase Price Certificate which insurance shall provide coverage for the individuals who were officers and director directors of the Company and its the Company Subsidiaries prior to the Closing Date, comparable to that is at least as favorable for such individuals as the policy or policies maintained by the Companies Company or the Company Subsidiaries, as applicable, immediately prior to the Closing Date to the maximum extent such policies may be so maintained, for no more than an annual cost of 300% of the cost for the year ended December 31, 2003. All estimated costs benefit of procuring such insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down Costsindividuals.

Director and Officer Liability and Indemnification. For (a) Buyer shall, and shall cause the Acquired Companies to, for a period of six (6) years after the Closing Date, Buyer shall nottake any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, and shall not permit directors, managers or employees of either of the Company Acquired Companies (or any of its Subsidiaries totheir respective predecessors), amend, repeal or modify any provision as provided in (i) the Companies’ Organizational Documents or Governing Documents relating to the exculpation or indemnification of former officers and directors (unless otherwise required by law), it being the intent either of the Parties that Acquired Companies in effect on the officers and directors date hereof or (ii) any Contract providing for indemnification by either of the Acquired Companies prior of any such Person in effect on the date hereof to which a Seller or either of the Acquired Companies is a party, shall survive the Closing shall and continue to in full force and effect and be entitled to such exculpation and indemnification to honored by the fullest extent permitted under applicable law. For a period of six (6) years Acquired Companies after the Closing Date, Buyer shall, Closing. (b) On or shall cause the Company and its Subsidiaries to, maintain director and officer liability insurance, which insurance shall provide coverage for the individuals who were officers and director of the Company and its Subsidiaries prior to the Closing Date, comparable Sellers shall have arranged for an irrevocable tail insurance policy that provides coverage for six (6) years following the Closing Date on terms identical to the policy or policies existing coverage maintained by the Acquired Companies immediately prior under their "Executive Risk" policy (but only with respect to the Closing Date to the maximum extent D&O, EPL and Fiduciary Liability portions of such policies may be so maintainedExecutive Risk policy), for no more than an annual cost of 300% of the cost for the year ended December 31, 2003. All estimated costs of procuring such which tail insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) policy shall be deemed to paid for by Sellers. Buyer and its Affiliates shall maintain and not amend or cancel such tail insurance policy during such six (6)-year period. (c) Buyer hereby agrees and acknowledges that this Section 8.2 shall be Shut Down Costsbinding on Buyer’s successors and assigns.

Director and Officer Liability and Indemnification. For (a) Buyer shall, and shall cause the Acquired Companies to, for a period of six (6) years after the Closing Date, Buyer shall nottake any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, and shall not permit directors, partners, members, managers or employees of any of the Company Acquired Companies (or their respective predecessors), as provided in (i) the Organizational Documents of any of the Acquired Companies in effect on the date hereof or (ii) any Contract providing for indemnification by any of the Acquired Companies of any such Person in effect on the date hereof to which a Seller or any of its Subsidiaries tothe Acquired Companies is a party, amend, repeal shall survive the Closing and continue in full force and effect and be honored by the Acquired Companies after the Closing. (b) On or modify any provision in the Companies’ Organizational Documents or Governing Documents relating to the exculpation or indemnification of former officers and directors (unless otherwise required by law), it being the intent of the Parties that the officers and directors of the Companies prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law. For a period of six (6) years after the Closing Date, Buyer Sellers shall, or shall cause the Company and its Subsidiaries Companies to, in each case, at Sellers’ sole expense, arrange for and/or maintain director an irrevocable “directors and officer liability insurance, which officers” tail insurance shall provide policy that provides coverage for the individuals who were officers and director of the Company and its Subsidiaries prior to six (6) years following the Closing Date, comparable Date on terms identical to the policy or policies existing coverage maintained by the Companies immediately prior to the Closing Date to the maximum extent such policies may be so maintained, for no more than an annual cost of 300% of the cost for the year ended December 31, 2003Acquired Companies. All estimated costs of procuring Buyer and its Affiliates shall maintain and not amend or cancel such insurance policy during such six (to the extent not obtained or paid by the Companies prior to the Effective Date6) year period. (c) Buyer hereby agrees and acknowledges that this Section 8.2 shall be deemed to be Shut Down Costsbinding on Buyer’s successors and assigns.