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

Director and Officer Liability and Indemnification. (i) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth anniversary of the Closing Date, Buyer shall indemnify and hold harmless each present (as of immediately prior to the Closing) and former officer, director, manager or employee of the Blocker (the “D&O Indemnified Parties”) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or occurring at or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent permitted under applicable law save and except any such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller or any Affiliate of Seller. In the event of any such claim, action, suit, proceeding or investigation, (x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request therefor, provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Delaware Corporation Law or the Blocker’s organizational documents as in effect immediately prior to the Closing, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any such matter.

Director and Officer Liability and Indemnification. (ia) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth anniversary of From and after the Closing Date, the Buyer shall indemnify cause the Company to reimburse, indemnify, defend and hold harmless each present (as of immediately harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing) and former officer, director, manager Closing Date were managers or employee officers of the Blocker Company (collectively, the “D&O Indemnified PartiesIndemnitees”) against with respect to all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred acts or omissions by them in connection with their capacities as such or taken at the request of the Company at any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out time prior to the Closing Date. The Buyer agrees that all rights of or pertaining to (a) the fact that the D&O Indemnified Party is Indemnitees to indemnification and exculpation from liabilities for acts or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or omissions occurring at or prior to the Closing Date (including this Agreement as provided in the respective Organizational Documents of the Company as now in effect shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. The Buyer shall, and shall cause the transactions and actions contemplated hereby), whether asserted or claimed prior Company to, at or after (i) for a period of not less than six (6) years from the Closing Date, maintain provisions in the Company’s Organizational Documents relating to the exculpation or indemnification of any of its D&O Indemnitees (unless required by Law) that are no less favorable in the aggregate than such provisions in the Company’s Organizational Documents as of the Closing and (ii) not amend, repeal or otherwise modify such provisions in any material respect that would adversely affect the rights, taken as a whole, of the D&O Indemnitees thereunder, in each case of clauses (i) and (ii), except as required by applicable Law. In addition, Buyer shall cause the Company to pay any expenses (including reasonable attorneys’ fees) of any D&O Indemnitee under this Section 9.1 as incurred to the fullest extent permitted under applicable law save and except any such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller or any Affiliate of Seller. In the event of any such claimLaw; provided, action, suit, proceeding or investigation, (x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from that the D&O Indemnified Party of a request therefor, provided that any person Indemnitee to whom expenses are advanced provides an undertaking, if and only undertaking to repay such advances to the extent required by the Delaware Corporation applicable Law or in the Blockerevent that it is determined by a court that such D&O Indemnitee did not meet the applicable standard of conduct for indemnification under this Section 9.1(a). Notwithstanding anything to the contrary in this ‎Section 9.1(a) or in any Organizational Document of the Company, from and after the Closing, the Company shall not be required to reimburse, indemnify, defend, or hold harmless, or advance any expenses to, any D&O Indemnitee for an act or omission that (i) was not taken or omitted to be taken in good faith, (ii) was not taken or omitted to be taken in a manner reasonably believed to be in, or not opposed to, the interests of the Company, (iii) with respect to any such action or omission resulting in a criminal investigation or proceeding, the Person taking such action had reason to believe such action or omission was unlawful; or (iii) constitutes fraud, willful misconduct or gross negligence. The Buyer shall provide (including by extending coverage under the Buyer’s organizational documents as own policies) six (6) year ‘tail’ directors’ and officers’ liability insurance and fiduciary insurance policies to the D&O Indemnitees covering such claims with respect to matters occurring at or prior to the Closing that are no less favorable than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Closing, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any such matter.

Director and Officer Liability and Indemnification. (i) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth anniversary For each person who is an officer of the Closing Date, Buyer shall indemnify and hold harmless each present (as Company or a member of the Company’s Board of Directors immediately prior to the Closing) Effective Time (each, a “Company Indemnified Person”), Parent shall, and former officershall cause the Surviving Corporation to, director, manager or employee fulfill and honor the obligations of the Blocker Company pursuant to any indemnification provisions under the Charter Documents as in effect on the date hereof for a period of not less than six (6) years following the Effective Time; provided, however, that the obligations of Parent and the Surviving Corporation pursuant to this Section 5.26 (a) shall be subject to any limitation imposed by applicable law, and (b) shall not be deemed to release any Company Indemnified Person or any affiliate of such Company Indemnified Person who is also an officer or director of the Company from his, her or its indemnity obligations under Article VII hereof, nor shall such Company Indemnified Person or any affiliate of such Company Indemnified Person have any right of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimed by any of the Indemnified Parties against such Company Indemnified Person or any affiliate of such Company Indemnified Person in his, her or its capacity as a Securityholder pursuant to Article VII hereof. Parent or Surviving Corporation will (i) maintain in effect for a period of six (6) years after the Effective Time the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Effective Time (provided that Parent or Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate to the directors and officers of the Company) or (ii) obtain as of the Effective Time “D&O Indemnified Parties”) against all claimstail” insurance policies with a claims period of six years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous in the aggregate to the directors and officers of the Company, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection each case with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, respect to claims arising out of or pertaining relating to (a) events which occurred before or at the fact that the D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or occurring at or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent permitted under applicable law save and except any such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller or any Affiliate of Seller. In the event of any such claim, action, suit, proceeding or investigation, (x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request therefor, provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Delaware Corporation Law or the Blocker’s organizational documents as in effect immediately prior to the Closing, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any such matterEffective Time.

Director and Officer Liability and Indemnification. (ia) Until, and for a period of six (6) years after the Closing Date, the Parent shall cause the Surviving Corporation to fulfill and honor the exculpation, indemnification and expense advance and reimbursement provisions contained in the Company’ Organizational Documents and an indemnification agreement with the Company (each, a “D&O Indemnification Agreement”) limiting the personal liability of directors and officers for damages, shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors or officers of the Company than pertain to such directors or officers on the date of this Agreement. Without limiting any additional rights that any Person may have under any other agreementthe foregoing, from the Closing Date through the sixth anniversary and for a period of six (6) years after the Closing Date, Buyer the Parent shall indemnify cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each the present (as of immediately prior to the Closing) and former officer, director, manager or employee officers and directors of the Blocker Company (collectively, the “D&O Indemnified Parties”), from and against, and pay or reimburse the D&O Indemnified Parties for, all Losses or obligations (whether or not resulting from third-party claims) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding resulting from or investigation, whether civil, criminal, administrative or investigative, arising out of actions or pertaining to (a) the fact that the omissions of such D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or Parties occurring at on or prior to the Closing Date (including this Agreement and the transactions and actions contemplated herebyby this Agreement); provided, whether asserted or claimed prior to, at or after the Closing Date, that such indemnification shall be subject to the fullest extent permitted under applicable law save and except any such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller or any Affiliate of Seller. In the event of any such claim, action, suit, proceeding or investigation, (x) each any limitation imposed from time to time under applicable Law or the Company’ Organizational Documents, and (y) such indemnification shall not be available for any costs or expenses (including reasonable attorneys’ fees and expenses) or Losses against the D&O Indemnified Party will be entitled Parties arising under Article XI, and (ii) advance to advancement of any D&O Indemnified Parties expenses incurred in its defense from Buyer defending any action or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request thereforsuit with respect to such matters; provided, provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Delaware Corporation Law or the Blocker’s organizational documents as in effect immediately prior to the Closing, to repay such advances if it is ultimately determined that such person is not entitled advancements shall (x) be subject to indemnification, any limitation imposed from time to time under the Company’ Organizational Documents and applicable Law and (y) neither Buyer nor not be available for any of its Affiliates, shall settle, compromise cost or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim expenses (including reasonable attorneys’ fees and in which indemnification could be sought by such D&O Indemnified Party hereunderexpenses) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate incurred in the defense of any Proceeding arising under Article XI. Notwithstanding anything herein to the contrary, in the event any claim or claims are asserted or made within such mattersix (6) year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim.

Director and Officer Liability and Indemnification. (ia) Without limiting any additional In addition to the other rights that any Person may have under any other agreementprovided for in this Section 7.02(a) and not in limitation thereof, from the Closing Date through the sixth anniversary of the Closing Date, Buyer shall indemnify and hold harmless each present (as of immediately prior to after the Closing) and former officer, director, manager or employee of Parent will cause the Blocker Surviving Corporation (the “D&O Indemnified PartiesIndemnifying Party”) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or occurring at or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent permitted under by applicable law save Law, (i) indemnify and except any such Costs actually covered by hold harmless, current and former officers and directors of the Company or its Subsidiaries (each, a policy of directors and officers liability insurance maintained by Seller “D&O Indemnitee”) against all D&O Expenses, losses, claims, damages, judgments or any Affiliate of Seller. In the event amounts paid in settlement (collectively, “D&O Costs”) in respect of any such threatened, pending or completed claim, action, suitsuit or proceeding, proceeding whether criminal, civil, administrative or investigationinvestigative, based on or arising from or relating to the fact that such Person is or was a director or officer of the Company or any of the Subsidiaries arising out of acts or omissions occurring on or prior to the Closing (xincluding in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) each (a “D&O Indemnified Party will be entitled Indemnifiable Claim”) and (ii) advance to advancement of expenses such D&O Indemnitees all D&O Expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnified Indemnifying Party has assumed the defense of a request such claim) promptly after receipt of reasonably detailed statements therefor; provided, provided however, that any person the Person to whom expenses D&O Expenses are to be advanced provides an undertaking, if and only to the extent required by the Delaware Corporation Law or the Blocker’s organizational documents as in effect immediately prior to the Closing, undertaking to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification. Any D&O Indemnifiable Claims will continue until such D&O Indemnifiable Claim is disposed of or all Orders in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.02(a), “D&O Expenses” will include attorneys’ fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (y) neither Buyer nor any of its Affiliatesincluding on appeal), shall settleor preparing to defend, compromise to be a witness in or consent to the entry of any judgment participate in any proceeding or threatened actionD&O Indemnifiable Claim, suitbut will exclude losses, proceeding, investigation or claim judgments and amounts paid in settlement (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate items are included in the defense definition of any such matterD&O Costs).

Director and Officer Liability and Indemnification. (ia) Without limiting any additional rights that any Person may have under any other agreementFor a period of six (6) years after the Effective Time, from the Closing Date through Surviving Entity shall, and Parent shall cause the sixth anniversary of the Closing DateSurviving Entity to, Buyer shall indemnify and hold harmless each present (as of immediately prior to the Closing) all current and former officerdirectors, directorofficers, manager or employee employees, Affiliates and agents of the Blocker Company and its Subsidiaries (the “D&O Indemnified PartiesPersons”) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) any Losses incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeAction, arising out of or pertaining to (a) the fact that the D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or occurring at or prior to the Closing Date Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated hereby and actions the consummation of the transactions contemplated hereby), in each case in their capacities as such whether asserted or claimed prior to, at or after the Closing DateEffective Time, to the fullest extent permitted that the Company or the applicable Subsidiary of the Company, as the case may be, would have been permitted, under applicable law save Law, indemnification agreements existing on the date hereof or the governing documents of the Company and except any its Subsidiaries in effect on the date hereof, to indemnify such Costs actually covered by D&O Indemnified Persons. For a policy period of directors six (6) years after the Effective Time, Parent shall not, and officers liability insurance maintained by Seller shall cause the Surviving Entity or any Affiliate of Seller. In the event its Subsidiaries not to, amend, repeal or modify any provision of any such claim, action, suit, proceeding indemnification agreements existing on the date hereof or investigation, (x) each D&O Indemnified Party will be entitled any provision in the Surviving Entity’s or any of its Subsidiaries’ governing documents relating to advancement the indemnification of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of Persons, in each case in a request therefor, provided manner that any person to whom expenses are advanced provides an undertaking, if and only to would limit the extent required by the Delaware Corporation Law or the Blocker’s organizational documents as in effect immediately prior to the Closing, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release scope of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any such matterindemnification.

Director and Officer Liability and Indemnification. For a period of six (i6) Without limiting years after the Closing, ATC shall not, and shall not permit ATI or any additional rights of its Subsidiaries, including without limitation UniSite, to amend, repeal or modify any provision in ATI's or any of its Subsidiaries certificate of incorporation or bylaws relating to the exculpation or indemnification of former officers and directors (unless required by Law), except that any Person may have under any other agreement, from the Closing Date through the sixth anniversary of the Closing Date, Buyer shall indemnify and hold harmless each present (as of immediately prior to the ClosingEffective Time, ATI's certificate of incorporation shall be amended to provide the maximum exculpation permitted by Section 102(b) and former officer, director, manager or employee of the Blocker (the “D&O Indemnified Parties”) against all claims, losses, liabilities, damages, judgments, inquiries, fines DCL and reasonable fees, costs and to provide for mandatory advancement of expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out it being the intent of or pertaining to (a) the fact parties that the D&O Indemnified Party is or was an officerofficers and directors of ATI and its Subsidiaries, directorincluding without limitation UniSite, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or occurring at or prior to the Closing Date (including this Agreement shall continue to be entitled to such exculpation and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, indemnification to the fullest extent permitted under applicable law save Applicable Law; provided, however, that notwithstanding the foregoing, ATI and except any such Costs actually covered by its Subsidiaries may be merged with one or more Entities so long as substantially equivalent exculpation and indemnification provisions are maintained. ATC will cause to be maintained for a policy period of not less than six (6) years from the Effective Time UniSite's current directors' and officers' insurance and indemnification policies to the extent that they provide coverage for events occurring prior to the Effective Time (the "D&O Insurance") for all persons who are directors and officers liability insurance maintained by Seller of UniSite on the date of this Agreement or at the Effective Time, so long as the annual premium therefor would not be in excess of one hundred fifty percent (150%) of the current premium. If any Affiliate then existing D&O Insurance expires, is terminated or canceled during such six-year period, ATC will use its reasonable best efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of Seller. In the event such period for an annualized premium not in excess of any such claimone hundred fifty percent (150%), action, suit, proceeding or investigation, (x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request therefor, provided that any person to whom expenses are advanced provides an undertaking, if on terms and only conditions no less advantageous to the extent required by covered Persons than the Delaware Corporation Law then existing D&O Insurance. Notwithstanding the foregoing, ATC or its Subsidiaries may, in lieu of maintaining such existing D&O Insurance as provided above, cause coverage to be provided under any policy maintained for the Blocker’s organizational documents benefit of ATC and its Subsidiaries, including without limitation UniSite, so long as the terms thereof are, in effect immediately prior the aggregate, not materially less favorable to the Closing, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to covered individual than the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any such matterUniSite policy terms.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years from and after the Closing, (i) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth anniversary of the Closing Date, Buyer shall indemnify and hold harmless each present (as of immediately prior to the Closing) and former officer, director, manager or employee of the Blocker (the “D&O Indemnified Parties”) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or occurring at or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent permitted under applicable law save by Law, all rights to indemnification, as provided in the Company’s Organizational Documents in effect on the Closing Date, in favor of the officers and except directors of the Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) with respect to their activities on behalf of the Company in their capacities as such prior to the Closing, shall survive the Closing and shall continue in full force and effect for such period, and (ii) Parent shall not, and shall ensure that the Company does not, amend, alter, repeal or modify any such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller provision in the Company’s Organizational Documents relating to the exculpation or any Affiliate of Seller. In the event indemnification of any such claim, action, suit, proceeding officers and directors in any way that diminishes or investigation, adversely affects the indemnification or exculpation provided therein (x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request therefor, provided that any person to whom expenses are advanced provides an undertaking, if and only except to the extent required by applicable Law) (the Delaware Corporation Law “D&O Indemnification Rights”); provided, that with respect to any claim for indemnification by any Parent Indemnified Parties under Article XI of this Agreement or other claims arising under this Agreement (the Blocker’s organizational documents as in effect immediately prior “Agreement Claims”), the D&O Indemnified Persons shall only be entitled to the ClosingD&O Indemnification Rights to the extent necessary to receive and maintain coverage under the Tail Policy and shall not otherwise be entitled to make any claim for indemnification for the Agreement Claims against any of Parent, to repay such advances if it is ultimately determined the Company or any of their Affiliates by reason of the fact that such person was an employee, agent, director, manager and/or officer of the Company. Notwithstanding the foregoing, or anything else to the contrary set forth herein, in no event will the Company be responsible for any indemnification, hold harmless obligation, exculpation or other payment or reimbursement to any D&O Indemnified Person if and to the extent such amount is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent payable pursuant to the entry Tail Policy (whether as a result of any judgment in any proceeding the scope of coverage provided thereunder, application of applicable deductibles thereunder, or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release the exhaustion of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any such matterapplicable policy limits).

Director and Officer Liability and Indemnification. (ia) For a period of six (6) years after the Closing Date, the exculpation, indemnification and expense advance and reimbursement provisions contained in the Acquired Companies’ Organizational Documents limiting the personal liability of directors and officers for damages, shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors or officers of the Acquired Companies than pertain to such directors or officers on the date of this Agreement. Without limiting any additional rights that any Person may have under any other agreementthe foregoing, from the Closing Date through the sixth anniversary and for a period of six (6) years after the Closing Date, Buyer Parent and the Acquired Companies shall indemnify (i) indemnify, defend and hold harmless each the present (as of immediately prior to the Closing) and former officer, director, manager or employee officers and directors of the Blocker Acquired Companies (collectively, the “D&O Indemnified Parties”) against from and against, and pay or reimburse the D&O Indemnified Parties for, all losses, obligations, expenses, claims, lossesdamages or liabilities (whether or not resulting from third party claims and including interest, liabilitiespenalties, damages, judgments, inquiries, fines out-of-pocket expenses and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with the investigation or defense of any claim, action, suit, proceeding of the same or investigation, whether civil, criminal, administrative or investigativein asserting any of their rights hereunder) resulting from, arising out of or pertaining relating to (a) the fact that the D&O Indemnified Party is their services as directors, officers or was an officer, director, manager, employee, fiduciary or agent employees of the Blocker Acquired Companies, whether asserted or (b) matters existing claimed at or after or occurring at on or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, by this Agreement) to the fullest extent permitted or required under (A) applicable law save and except any such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller Law or any Affiliate of Seller. In (B) the event of any such claimAcquired Companies’ Organizational Documents, action, suit, proceeding or investigation, (x) each D&O Indemnified Party will be entitled including provisions relating to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request therefor, provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Delaware Corporation Law or the Blocker’s organizational documents as in effect immediately prior to the Closing, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any action or suit, and (ii) advance to any D&O Indemnified Parties expenses incurred in defending any action or suit with respect to such mattermatters, in each case to the extent such D&O Indemnified Parties are entitled to indemnification or advancement of expenses under the Acquired Companies’ Organizational Documents in effect on the date of this Agreement and subject to the terms of such Organizational Documents; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim.

Director and Officer Liability and Indemnification. (ia) Until, and for a period of six (6) years after, the Closing Date, the exculpation, indemnification and expense advance and reimbursement provisions contained in the Acquired Companies’ Organizational Documents limiting the personal liability of directors and officers for damages, shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors or officers of the Acquired Companies than pertain to such directors or officers on the date of this Agreement, unless required by Law. Without limiting any additional rights that any Person may have under any other agreementthe foregoing, from the Closing Date through the sixth anniversary and for a period of six (6) years after the Closing Date, Buyer shall indemnify Parent and the Acquired Companies shall, (i) indemnify, defend and hold harmless each the present (as of immediately prior to the Closing) and former officer, director, manager or employee officers and directors of the Blocker Acquired Companies (collectively, the “D&O Indemnified Parties”) against ), from and against, and pay or reimburse the D&O Indemnified Parties for, all losses, obligations, expenses, claims, lossesdamages or liabilities (whether or not resulting from third-party claims and including interest, liabilitiespenalties, damages, judgments, inquiries, fines out-of-pocket expenses and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with the investigation or defense of any claim, action, suit, proceeding of the same or investigation, whether civil, criminal, administrative in asserting any of their rights hereunder) resulting from or investigative, arising out of actions or pertaining to (a) the fact that the omissions of such D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) matters existing or Parties occurring at on or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, by this Agreement) to the fullest extent permitted or required under (A) applicable law save Law or (B) the Acquired Companies’ Organizational Documents in effect on the date of this Agreement and except any subject to the terms of such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller or any Affiliate of Seller. In the event of any such claimOrganizational Documents, action, suit, proceeding or investigation, (x) each D&O Indemnified Party will be entitled including provisions relating to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request therefor, provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Delaware Corporation Law or the Blocker’s organizational documents as in effect immediately prior to the Closing, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any action or suit, and (ii) advance to any D&O Indemnified Parties expenses incurred in defending any action or suit with respect to such mattermatters, in each case to the extent such D&O Indemnified Parties are entitled to indemnification or advancement of expenses under the Acquired Companies’ Organizational Documents in effect on the date of this Agreement and subject to the terms of such Organizational Documents; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim.