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

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

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for For a period of three six years after the Closing, the Buyer shall not, and shall not permit the Company to or any of its Subsidiaries to, amend, repeal or modify any provision in the Organizational Documents LLC Agreement or other agreements entered into with any of the Company’s past its Subsidiaries’ certificate or present officers articles of incorporation, bylaws or directors relating limited liability company agreements (or equivalent organizational documents) in a manner adverse to the exculpation exculpation, indemnification or indemnification advancement of former expenses of any managers, officers and directors (unless required by law), it being the intent of the parties that the managers, officers and directors of the Company prior to the Closing and its Subsidiaries shall continue to be entitled to such exculpation exculpation, indemnification and indemnification for claims by third parties (not including the Seller or the Holder) advancement of expenses to the fullest full extent permitted under applicable of the law; provided, in particular under laws applicable to indemnification however, that the foregoing shall not restrict the Buyer from liquidating, consolidating, merging or exculpation. If transferring all or substantially all of the assets of the Company or any of its successors Subsidiaries or assigns (i) shall consolidate withengaging in any similar transaction, merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and provided that in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are made so that the successors and assigns of the Company shall assume all of the such obligations set forth in this Section 6.3herein shall be assumed by a direct or indirect Subsidiary of the Buyer. The provisions of this Section 6.3 are intended for the benefit of each Company and any current its Subsidiaries shall, and former officer and director of Buyer shall cause the Company and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3), and are in addition Subsidiaries to, maintain in effect for six years after the Closing the current policy of managers’, directors’ and officers’ liability insurance and the current policy of fiduciaries’ liability insurance maintained by the Company and its Subsidiaries with respect to matters occurring prior to the Closing; provided, that Buyer may substitute therefor policies of at least the same coverage containing terms and conditions that are not in substitution for, any other rights less advantageous than the existing policies (including with respect to indemnification or contribution that any such person may have had by contract or otherwisethe period covered).

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

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for a) For a period of three six (6) years after the Closing, the Buyer Purchaser shall not, and shall not permit the Company to or any of its Subsidiaries to, amend, repeal or otherwise modify any provision in the Organizational Documents Company’s or other agreements entered into with any of the Company’s past its Subsidiaries’ operating agreement, certificate of incorporation, bylaws (or present officers or directors equivalent governing document) relating to the exculpation or indemnification of any current or former managers, directors and/or officers and directors (each, a “ D&O Indemnitee”) (unless required by law)Law) from the form of such provisions as of immediately prior to the Effective Time, it being the intent of the parties that the officers and directors of the Company prior to the Closing D&O Indemnitees shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) to the fullest full extent permitted under applicable lawby Law. (b) At the Closing, the Purchaser shall, or shall cause the Company to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnitees as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance in particular under laws applicable an amount and scope at least as favorable as the Company’s existing policies with respect to indemnification matters existing or exculpationoccurring at or prior to the Closing. If The cost of such tail insurance policy shall be borne 50% by the Purchaser, on the one hand, and 50% by the Unitholders (as a Transaction Expense), on the other hand. The Purchaser 34 shall not, and shall cause the Company not to, cancel or change such insurance policies in any respect. (c) In the event Purchaser, the Company or any of its their respective successors or assigns (i) shall consolidate with, merge consolidates with or merges into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of in such consolidationconsolidation or merger, merger or amalgamation or (ii) shall transfer transfers all or substantially all of its properties and assets to any Person, then, then and in each either such case, the Company (or its successor or assign) case proper provision shall use its best efforts to ensure proper provisions are be made so that the successors and assigns of Purchaser or the Company Company, as the case may be, shall assume all of the obligations set forth in this Section 6.37.03. (d) The provisions D&O Indemnitees are express and intended third-party beneficiaries of this Section 6.3 are intended for the benefit of each and any current and former officer and director of the Company and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3), 7.03 and are in addition to, and not in substitution for, any other rights shall be entitled to indemnification or contribution that any such person may have had by contract or otherwise.enforce the terms of this Section 7.03 as if they were each a party to this Agreement. 7.04

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for For a period of three six years after the Closing, the Buyer shall not, and shall not permit the Company Parent or the Company, to amend, repeal or otherwise modify any provision in the Organizational Documents Parent’s or other agreements entered into with any of the Company’s past certificate or present officers articles of incorporation or directors bylaws (or equivalent governing documents) relating to the exculpation or indemnification of former any officers and and/or directors (unless required by lawLaw), it being the intent of the parties that the current and former officers and directors of the Parent and the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) to the fullest full extent permitted under applicable lawof the Law; provided, in particular under laws applicable to however, that (i) no exculpation or indemnification or exculpation. If by the Company or Parent shall be available to any director or officer for any claim arising out of any breach by such officer or director in his capacity as a Stockholder party to this Agreement under this Agreement or any of its successors or assigns (i) shall consolidate with, merge into or amalgamate with any the other Person and shall not be the continuing or surviving corporation or entity of such consolidation, merger or amalgamation or Operative Documents; (ii) neither the Company, nor Parent shall transfer all be limited from amending, repealing or substantially all modifying any provision of its properties and assets to any Person, then, and in each such case, the Company their respective certificate or articles of incorporation or bylaws (or its successor equivalent governing documents) relating to the exculpation or assignindemnification of their respective employees or other agents, other than directors and officers; and (iii) neither the Company, nor Parent shall use its best efforts be restricted from reincorporating in another jurisdiction so long as in the cases of clauses (ii) and (iii), such action would not reduce or otherwise limited the extent to ensure proper provisions which former officers and/or directors are made so entitled to exculpation or indemnification. The Buyer agrees and acknowledges that this Section 5.3 shall be binding on the Buyer’s successors and assigns of the Company shall assume all of the obligations set forth in this Section 6.3. The provisions of this Section 6.3 are intended for the benefit of each and any current and former officer and director of the Company and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3), and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwiseassigns.

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for For a period of three six (6) years after the ClosingClosing Date, the Buyer Purchaser shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Organizational Documents Company's or any of its Subsidiaries articles of incorporation, bylaws, limited liability company agreement or other agreements entered into with any of the Company’s past applicable organizational or present officers or directors governing document relating to the exculpation or indemnification rights of any current or former officers and directors officer, manager or member (the "D&O Indemnified Persons") in a manner that would adversely affect such exculpation or indemnification rights of any such current or former officer or director (unless required by lawLaw), it being the intent of the parties that the officers and directors of the Company prior to the Closing D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) rights to the fullest extent permitted under of the law to the extent provided in the Company's or any of its Subsidiaries' articles of incorporation, bylaws, limited liability company agreement or other applicable law, in particular under laws applicable organizational or governing document as of the date hereof relating to indemnification exculpation or exculpationindemnification. If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with, with or merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, consolidation or merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are shall be made so that the successors and assigns of the Purchaser and the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 6.36.03. The provisions of this Section 6.3 6.03 are intended for the benefit of of, and will be enforceable by, each and any current and former officer and director of the Company D&O Indemnified Person and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3)representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise. For the avoidance of doubt, the expense of any "tail" insurance policy obtained by the Company or its managers with respect to managers liability insurance shall be the responsibility of the Sellers, either directly or indirectly through the use of the Company's Cash on Hand prior to the Closing.

Director and Officer Liability and Indemnification. Without limiting any other rights (a) From and after the Closing Date until the expiration of the Company’s pre-Closing applicable statute of limitations relating to claims against the directors and officers of the Company and directors (whether contractual its Subsidiaries for actions taken or under applicable law)omitted to be taken, for a period of three years after or matters arising, prior to the ClosingEffective Time, the Buyer Purchaser shall not, and shall not permit the Surviving Company or any of its Subsidiaries to amend, repeal or modify any provision in the Organizational Documents Company's or other agreements entered into with any of the Company’s past its Subsidiaries' organizational and governing documents or present officers or directors any agreement set forth on Schedule 6.03, relating to the exculpation or indemnification rights of, or advancement of expenses to, any employee, manager, managing member, member, fiduciary or agent who is a current or former officers and directors officer or director (the "D&O Indemnified Persons") in a manner that would adversely affect such exculpation or indemnification rights of any such current or former officer or director (unless required by law), it being the intent of the parties that the officers and directors of the Company prior to the Closing D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) rights to the fullest extent permitted under applicable law, of the Law to the extent provided in particular under laws applicable the Company's or any of its Subsidiaries' organizational and governing documents as of the date hereof relating to indemnification exculpation or exculpationindemnification. If the Purchaser, the Surviving Company or any of its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with, with or merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation Surviving Company or entity of such consolidation, consolidation or merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are shall be made so that the successors and assigns of the Purchaser and the Surviving Company and its Subsidiaries shall assume all of the obligations set forth in this Section 6.36.03. The provisions of this Section 6.3 6.03 are intended for the benefit of of, and will be enforceable by, each and any current and former officer and director of the Company D&O Indemnified Person and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3)representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for a) For a period of three six (6) years after the ClosingClosing Date, the Buyer Purchaser shall not, and shall not permit the Company Surviving Corporation or any of its Subsidiaries to amend, repeal or modify any provision in the Organizational Documents Company’s or other agreements entered into with any of the Company’s past its Subsidiaries articles of incorporation, bylaws or present officers or directors any agreement set forth on Schedule 6.03, relating to the exculpation or indemnification rights of, or advancement of expenses to, any employee, manager, managing member, member, fiduciary or agent who is a current or former officers and directors officer or director (the “D&O Indemnified Persons”) in a manner that would adversely affect such exculpation or indemnification rights of any such current or former officer or director (unless required by law), it being the intent of the parties that the officers and directors of the Company prior to the Closing D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) rights to the fullest extent permitted under applicable law, of the Law to the extent provided in particular under laws applicable to indemnification or exculpation. If the Company Company’s or any of its Subsidiaries’ articles of incorporation or bylaws as of the date hereof relating to exculpation or indemnification. If the Purchaser, the Surviving Corporation or any of its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with, with or merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, consolidation or merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are shall be made so that the successors and assigns of the Company Purchaser and the Surviving Corporation and its Subsidiaries shall assume all of the obligations set forth in this Section 6.36.03. The provisions of this Section 6.3 6.03 are intended for the benefit of of, and will be enforceable by, each and any current and former officer and director of the Company D&O Indemnified Person and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3)representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.

Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for For a period of three six years after the ClosingClosing Date, the Buyer Purchaser shall not, and shall not permit any Member of the Company Group to amend, repeal or modify any provision in the Organizational Documents or other agreements entered into with organizational documents of any Member of the Company’s past or present officers or directors Company Group relating to the exculpation or indemnification of any current or former officers and directors officer or director (the "D&O Indemnified Persons") (unless required by law), it being the intent of the parties that the officers and directors of the Company prior to the Closing D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) to the fullest extent permitted under applicable by law. At the Closing, the Purchaser shall, or shall cause the Acquired Company to, on behalf of the Company Group, obtain, maintain and fully pay for irrevocable "tail" insurance policies naming the D&O Indemnified Persons as direct beneficiaries with a claims period of at least six years from the Closing Date from an insurance carrier with the same or better credit rating as the Acquired Company's current insurance carrier with respect to directors' liability insurance in particular under laws applicable an amount and scope at least as favorable as the Acquired Company's existing policies with respect to indemnification matters existing or exculpationoccurring at or prior to the Closing Date. The Purchaser shall not, and shall cause each Member of the Company Group not to, cancel or change such insurance policies in any respect. If the Purchaser, any Member of the Company Group or any of its their respective successors or assigns (i) shall consolidate with, with or merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, consolidation or merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are shall be made so that the successors and assigns of the Purchaser and the Company Group shall assume all of the obligations set forth in this Section 6.38.02. The provisions of this Section 6.3 8.02 are intended for the benefit of of, and will be enforceable by, each and any current and former officer and director of the Company D&O Indemnified Person and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3)representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.