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

Director and Officer Liability and Indemnification. (a) For a period of six years following the Closing Date, Purchaser shall not, and shall ensure that the Company does not, amend, repeal or modify any provision in the Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein (unless required by applicable Law), it being the intent of the Parties that during such period the officers and directors of the Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under applicable Law and in the Company’s Organizational Documents as of immediately prior to the Closing. (b) To the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser shall cause the Company (each, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or relating to the fact that such Person is or was a director or officer of the Company and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, 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, in an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect to matters existing or occurring on or prior to the Closing Date. Purchaser shall not, and shall cause the Company not to, cancel or change such insurance policies in any respect. (d) In the event Purchaser, the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this ‎Section 5.13. The provisions of this ‎Section 5.13 shall survive the consummation of the Transactions and are expressly intended to benefit each of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and the Company for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected in the calculation of the Closing Consideration. Section 5.15.

Director and Officer Liability and Indemnification. During the period from the Closing Date until the sixth (a6th) For a period anniversary of six years following the Closing Date, (a) Purchaser shall cause any of the articles of organization, certificates of formation, operating agreements, limited liability company agreements and/or other organizational documents of any of the Company and its Subsidiaries (collectively, the “Constitutive Documents”) in effect on the date hereof to contain provisions with respect to indemnification, exculpation and advancement of expenses that are not less favorable to any present and former manager, director, member, partner and officer (and similar functionary) of the Company and its Subsidiaries (each a “Covered Person”) as those set forth in the Constitutive Documents of the Company and its Subsidiaries on the date of this Agreement, (b) Purchaser shall not, and shall ensure that not permit the Company does notor any of its Subsidiaries to, amend, repeal or modify any provision in the Company’s Organizational Constitutive Documents relating to the exculpation, indemnification or advancement of expenses or indemnification of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein Covered Person (unless required by applicable LawLaw or such change would not be adverse to any Covered Person), and (c) Purchaser shall cause the Company and its Subsidiaries to indemnify and hold harmless, and provide advancement of expenses to, all Covered Persons for all acts and omissions occurring at or prior to the Closing to the same extent such persons would have the right to be indemnified and held harmless or have the right to advancement of expenses as of the date of this Agreement by the Company and its Subsidiaries pursuant to the Constitutive Documents and any indemnification agreements as of the date of this Agreement, it being the intent of the Parties parties that during such period the officers and directors of the Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) Covered Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses and indemnification to the full fullest extent provided for under applicable Law and in the Company’s Organizational Documents as of immediately prior to the Closing. (b) To the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser shall cause the Company (each, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or relating to the fact that such Person is or was a director or officer of the Company and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, 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, in an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect to matters existing or occurring on or prior to the Closing Date. Purchaser shall not, and shall cause the Company not to, cancel or change such insurance policies in any respect. (d) In the event Purchaser, the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this ‎Section 5.13. The provisions of this ‎Section 5.13 shall survive the consummation of the Transactions and are expressly intended to benefit each of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and the Company for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected in the calculation of the Closing Consideration. Section 5.15Law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years following after the Closing DateEffective Time, Purchaser shall notthe Surviving Corporation shall, and shall ensure that the Company does not, amend, repeal or modify any provision in the Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein (unless required by applicable Law), it being the intent of the Parties that during such period the officers and directors of the Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under applicable Law and in the Company’s Organizational Documents as of immediately prior to the Closing. (b) To the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser Parent shall cause the Company (eachSurviving Corporation to, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (all current and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below)former directors, losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or relating to the fact that such Person is or was a director or officer officers and employees of the Company and arising out of acts or omissions occurring on or prior to its Subsidiaries (the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable ClaimIndemnified Persons”) against any claims, Losses, Liabilities, judgments, fees, costs or expenses, including reasonable attorneys’ fees and (ii) advance to such D&O Indemnified Persons all D&O Expenses disbursements incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense Table of such claim) promptly after receipt of reasonably detailed statements therefor; providedContents Action, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed arising out of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, 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, in an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect pertaining to matters existing or occurring on at or prior to the Closing Date. Purchaser shall notEffective Time (including acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated hereby and the consummation of the transactions contemplated hereby), and shall cause in each case in their capacities as such whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company not to, cancel or change such insurance policies in any respect. (d) In the event Purchaser, the Company, or any applicable Subsidiary of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, would have been permitted, under applicable Law, indemnification agreements existing on the date hereof or the organizational documents of the Company and its Subsidiaries in effect on the date hereof, to indemnify such D&O Indemnified Persons. For a period of six (6) years after the Effective Time, unless otherwise required by Law (i) the organizational documents of the Surviving Corporation and its Subsidiaries shall assume the obligations continue to contain provisions no less favorable than are presently set forth in this ‎Section 5.13. The provisions of this ‎Section 5.13 shall survive the consummation organizational documents of the Transactions Company and are expressly intended its Subsidiaries with respect to benefit each the indemnification of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and Persons with respect to acts or omissions by them in their capacities as such or taken at the request of the Company foror any of its Subsidiaries at any time on or prior to the Effective Time and (ii) Parent shall not, and hold Purchaser and shall not permit the Company harmless fromSurviving Corporation or any of its Subsidiaries to amend, all DSS Transaction Expenses that are not reflected repeal or modify such indemnification provisions in the calculation Surviving Corporation’s or any of its Subsidiaries’ organizational documents, in each case in a manner that would limit the Closing Consideration. Section 5.15scope of such indemnification of any D&O Indemnified Person.

Director and Officer Liability and Indemnification. (a) For a period of six years following From and after the Closing DateEffective Time, Purchaser Parent shall not, cause the Surviving Corporation to fulfill and shall ensure that honor in all respects the Company does not, amend, repeal or modify any provision in the Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein (unless required by applicable Law), it being the intent of the Parties that during such period the officers and directors obligations of the Company who were pursuant to any and all indemnification agreements between the Company and any of its current or former directors and officers and directors prior to the Closing (each, a “D&O Indemnified Person”) shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under applicable Law and in the Company’s Organizational Documents as of immediately prior to the Closing. (b) To the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser shall cause the Company (each, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or relating to the fact that such Person is or was who becomes a director or officer of the Company and arising out or any of acts or omissions occurring on or its Subsidiaries prior to the Closing (including Effective Time and any indemnification provisions under the Company Governance Documents as in respect effect on the date of acts or omissions in connection with this Agreement and (the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance Persons entitled to be indemnified pursuant to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedprovisions, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented current and out-of-pocket costs, charges former directors and expenses paid or incurred in connection with investigating, defending, officers of Company being a witness in or participating in (including on appeal), or preparing referred to defend, be a witness in or participate in any collectively as the “D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O CostsIndemnitees”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or Parent shall cause the Company Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, obtain, maintain exculpation and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries, with a claims advancement of expenses covering the period of at least six years from before the Closing Date, in an amount and scope Effective Time that are at least as favorable as the Company’s existing policiesindemnification, but exculpation and advancement of expenses provisions contained in no event with a liability limit the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in excess of $10,000,000, with respect any manner except as required by applicable Law. Parent agrees that all rights to matters existing indemnification for acts or omissions occurring on or prior to the Closing Date. Purchaser shall not, and shall cause Effective Time existing as of the Company not to, cancel or change such insurance policies in any respect. (d) In the event Purchaser, the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this ‎Section 5.13. The provisions date of this ‎Section 5.13 Agreement in favor of the D&O Indemnitees shall survive the consummation of Merger and therefore shall be enforceable against the Transactions and are expressly intended to benefit each of Surviving Corporation in accordance with their terms following the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and the Company for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected in the calculation of the Closing Consideration. Section 5.15Effective Time.

Director and Officer Liability and Indemnification. (a) For From and after the Closing Date for a period of six years following (6) years, Parent shall cause the Closing DateSurviving Corporation to indemnify, Purchaser shall notdefend and hold harmless, to the fullest extent permitted by Law and shall ensure that the Company does not, amend, repeal or modify any provision in organizational documents of the Company’s Organizational Documents relating to , the exculpation, indemnification individuals who on or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein (unless required by applicable Law), it being the intent of the Parties that during such period the officers and directors of the Company who were officers and directors prior to the Closing Date were or are managers, directors or officers of the Company or any of its Subsidiaries (eachcollectively, a the “D&O Indemnified PersonParties”) shall continue with respect to be entitled any and all acts or omissions by them in their capacities as such or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries or taken at the request of the Company or any Subsidiary at any time prior to such exculpation, the Closing Date. Parent agrees that all rights of the D&O Indemnified Parties to indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the full extent Closing Date as provided for under applicable Law and in the Company’s Organizational Documents respective governing documents of the Company or any Subsidiary as in effect as of immediately prior to the Closing, and any indemnification agreements or arrangements of the Company or any Subsidiary set forth on Section 7.2 of the Company Disclosure Schedule shall survive the Closing and shall continue in full force and effect in accordance with their terms. (b) To Parent shall not, and shall cause the Surviving Corporation and its Subsidiaries not to, amend, alter or otherwise modify such rights or agreements in any manner that could adversely affect the indemnification and exculpation rights of the D&O Indemnified Parties. In addition, to the extent provided for in the Company’s Organizational Documents and certificate of incorporation, bylaws or similar governing documents of the Company or its Subsidiaries, as applicable, as in furtherance effect as of ‎Section 5.13(a), from and after immediately prior to the Closing, Purchaser Parent shall cause the Company Surviving Corporation and its Subsidiaries to pay any and all legal and other fees, costs and expenses (each, a “D&O Indemnifying Party”including the cost of investigation and preparation) to (i) indemnify and hold harmless (and release from of any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (Party under this Section 7.2, as defined below), losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action incurred to the fullest extent based on or arising out or relating to the fact that such Person is or was a director or officer of the Company and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements thereforpermitted by Law; provided, however, provided that the D&O Indemnified Person to whom D&O Expenses expenses are to be advanced provides a written an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person Party is not entitled to such indemnification. To Parent shall cause the extent provided for in the Company’s Organizational DocumentsSurviving Corporation and its Subsidiaries to pay all fees, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgmentscosts and expenses, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented including attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or that may be incurred in connection with investigating, defending, being by a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, 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, Party in an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect to matters existing or occurring on or prior to the Closing Date. Purchaser shall not, and shall cause the Company not to, cancel or change such insurance policies in any respect. (d) In the event Purchaser, the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in successfully enforcing this ‎Section 5.13. The provisions of this ‎Section 5.13 shall survive the consummation of the Transactions and are expressly intended to benefit each of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and the Company for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected in the calculation of the Closing Consideration. Section 5.157.2.

Director and Officer Liability and Indemnification. (a) For a period of six years following Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date, Purchaser shall not, and shall ensure that Date through the Company does not, amend, repeal or modify any provision in the Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein (unless required by applicable Law), it being the intent sixth anniversary of the Parties that during such period the officers and directors of the Company who were officers and directors prior to date on which the Closing Date occurs, Buyer will indemnify and hold harmless each present (each, a “D&O Indemnified Person”) shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under applicable Law and in the Company’s Organizational Documents as of immediately prior to the Closing. (b) To and former officer, director, manager, employee, fiduciary or agent of any of the extent provided for Company Entities, in each case, acting in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser shall cause the Company (each, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (capacity as defined below), losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or relating to the fact that such Person is or was a director or officer of any of the Company and arising out of acts or omissions occurring on or prior Entities (the “D&O Indemnified Parties”) to the Closing (including in respect of acts or omissions in connection with this Agreement and same extent such persons are currently indemnified by the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance applicable Company Entity pursuant to such D&O Indemnified Persons Company Entity’s Organizational Documents against all D&O Expenses claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any D&O Indemnifiable Claim Proceeding arising out of or relating to (including in circumstances where i) the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, fact that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides Party is or was an officer or director of a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for Company Entity, or otherwise acting in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed capacity as a director or officer of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal)Company Entity, or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (cii) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, 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, in an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect to matters existing or occurring on or prior to the Closing Date. Purchaser shall notDate (including this Agreement and the transactions and actions contemplated by this Agreement) related to such person’s conduct as an officer or director of a Company Entity, and shall cause or otherwise acting in the capacity as a director or officer of a Company not Entity, whether asserted or claimed prior to, cancel on or change such insurance policies in any respectafter the Closing Date, to the fullest extent permitted under applicable Law. (d) In the event Purchaserof any such Proceeding, (w) each D&O Indemnified Party will be entitled to advancement of reasonable expenses incurred in the defense of any Proceeding or investigation from Buyer or the Company within ten Business Days of receipt by Buyer from the D&O Indemnified Party of a request therefor, so long as such request is accompanied by an undertaking to repay such advances to the extent required by applicable Law, (x) neither Buyer, the Company, or nor any of their respective successors Affiliates, will settle, compromise or assignsconsent to the entry of any judgment in any Proceeding or threatened Proceeding (in either case in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent (I)(A) includes an unconditional and full release of such D&O Indemnified Party from all liability arising out of such Proceeding, (iB) consolidates with does not involve any finding or merges into admission of violation of Law or admission of any wrongdoing or violation of any other Person Person’s rights and shall does not be include a statement or admission of fault, culpability or failure to act on the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this ‎Section 5.13. The provisions of this ‎Section 5.13 shall survive the consummation of the Transactions and are expressly intended to benefit each part of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller Party and (C) does not subject the D&O Indemnified Party to any injunctive relief or other equitable remedy, or (II) or such D&O Indemnified Party otherwise consents, (y) the D&O Indemnified Party shall indemnify Purchaser not without the prior consent of Buyer or the Surviving Company, settle, compromise or consent to the entry of any judgment in any Proceeding or threatened Proceeding (in either case in which indemnification is being sought by such D&O Indemnified Party hereunder) and (z) the D&O Indemnified Parties, Buyer, the Company forEntities, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected their respective Affiliates will cooperate in the calculation defense of the Closing Consideration. Section 5.15any such matter.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years following after the Closing Date, no Purchaser shall notshall, and the Purchasers shall ensure that the not permit any Company does notor Company Subsidiary to, amend, repeal or modify any provision in the any Company’s Organizational Documents or Company Subsidiary’s governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes current or adversely affects the exculpationformer employee, indemnification officer, manager or advancement of expenses provided therein director (unless required or no longer permitted by applicable Applicable Law), it being the intent of the Parties parties that during such period the officers employees, officers, managers and directors of the each Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) Company Subsidiary shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under applicable Law and in the Company’s Organizational Documents as of immediately Applicable Law. On or prior to the Closing, the Purchasers shall have purchased so-called “tail” policy coverage (or the equivalent thereof) with respect to the Companies’ and Company Subsidiaries’ existing directors’ and officers’ (or equivalent) liability insurance policies with a fresh, unimpaired aggregate limit of liability, and containing terms and conditions that are no less favorable to the directors and officers (or equivalent) of the Companies and Company Subsidiaries, as applicable, as the Companies’ and Company Subsidiaries’ existing directors’ and officers’ (or equivalent) liability insurance policies, and from insurance carriers with at least comparable claims paying ability ratings, all in form and substance reasonably satisfactory to the Sellers (the “Tail Policies”). Until the sixth anniversary of the Effective Time, the Purchasers shall cause the Companies and the Company Subsidiaries (a) not to amend or otherwise modify the coverage under the Tail Policies or take any action that would result in the cancellation, termination, amendment or modification of any Tail Policy and (b) To to continue to honor their respective obligations under the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a)Tail Policies. If any Company or Company Subsidiary is acquired during such Period, from and after the Closing, Purchaser shall cause the Company (each, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid Company Subsidiary will require in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or agreement relating to the fact that such Person is or was a director or officer of the Company and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, its being acquired that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To acquirer shall maintain in effect the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of insurance required by this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, 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, in an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect to matters existing or occurring on or prior to the Closing Date. Purchaser shall not, and shall cause the Company not to, cancel or change such insurance policies in any respect. (d) In the event Purchaser, the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this ‎Section 5.13Section. The provisions of this ‎Section 5.13 Section 6.3 are intended for the benefit of, and will be enforceable by, each current and former employee, officer, manager and director of each Company and its Company Subsidiaries and his or her heirs and 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. At or prior to the Closing, the Purchasers shall survive the consummation deliver copies of the Transactions and are expressly intended Tail Policies to benefit each of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and the Company for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected in the calculation of the Closing Consideration. Section 5.15Sellers.

Director and Officer Liability and Indemnification. (a) For a period of six years following after the Closing Date, the Purchaser shall not, and shall ensure that not permit the Company does not, or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s Organizational Documents or any of its Subsidiaries articles of incorporation or bylaws relating to the exculpation, exculpation or indemnification or advancement of expenses rights of any officers and directors current or former officer or director (the “D&O Indemnified Persons”) in a manner that would adversely affect such exculpation or indemnification rights of any way that diminishes such current or adversely affects the exculpation, indemnification former officer or advancement of expenses provided therein director (unless required by applicable Lawlaw), it being the intent of the Parties parties that during such period the officers and directors of the Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses rights to the full fullest extent of the law to the extent provided for under applicable Law and in the Company’s Organizational Documents or any of its Subsidiaries’ articles of incorporation or bylaws as of immediately the date hereof relating to exculpation or indemnification. At or prior to the Closing. (b) To the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser shall cause the Company (each, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (and release from any Liability to Purchaser or the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or relating to the fact that such Person is or was a director or officer of the Company and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, will obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries, beneficiaries with a claims period of at least six years from the Closing Date, 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 an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, policies with respect to matters existing or occurring on at or prior to the Closing Date. The Purchaser shall will not, and shall or will cause the Company not toto not, cancel or change such insurance policies in any material respect. (d) In If the event Purchaser, the Company, Company or any of its Subsidiaries or any of their respective successors or assigns, assigns (i) consolidates shall consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Person, then then, and in either each such case case, proper provision provisions shall be made so that the successors and assigns of the Purchaser or and the Company, as the case may be, Company and its Subsidiaries shall assume all of the obligations set forth in this ‎Section 5.13Section 6.03. The provisions of this ‎Section 5.13 shall survive Section 6.03 are intended for the consummation of the Transactions benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are expressly intended to benefit each of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser in addition to, and the Company not in substitution for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses any other rights to indemnification or contribution that are not reflected in the calculation of the Closing Consideration. Section 5.15any such person may have had by contract or otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six years following From and after the Closing Date, Purchaser shall, or shall not, and shall ensure that cause the Company does notto indemnify, amenddefend and hold harmless, repeal or modify any provision in to the fullest extent permitted under applicable Law (to the extent consistent with the Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein (unless required by applicable Laworganizational documents), it being the intent of the Parties that during such period the officers and directors of the Company individuals who were officers and directors on or prior to the Closing Date were directors, officers, managers, equityholders or employees of the Company or any of its Subsidiaries (eachcollectively, a the “D&O Indemnified PersonParties”) shall continue with respect to be entitled all acts or omissions by them in their capacities as such or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries or taken at the request of the Company or any Subsidiary at any time prior to such exculpation, the Closing Date. Xxxxxxxxx agrees that all rights of the D&O Indemnified Parties to indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the full extent Closing Date as provided for under applicable Law and in the Company’s Organizational Documents respective governing documents of the Company or any Subsidiary as in effect as of immediately prior to the Closing, and any indemnification agreements or arrangements of the Company or any Subsidiary shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. (b) To the extent provided for in the Company’s Organizational Documents Purchaser shall not, and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser shall cause the Company and its Subsidiaries not to, for a period of six (each6) years following the Closing, a “D&O Indemnifying Party”) to (i) indemnify and hold harmless (and release from amend or otherwise modify such rights or agreements in any Liability to Purchaser or manner that would adversely affect the Company) rights of the D&O Indemnified Persons against all D&O Expenses (as defined below)Parties. In addition, losses, claims, damages, -41- NAI-1502820106v1 judgments or amounts paid in any settlement consented to by the Company (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on provided in the certificate of incorporation, bylaws or arising out or relating to the fact that such Person is or was a director or officer similar governing documents of the Company and arising out or its Subsidiaries, as applicable, as in effect as of acts or omissions occurring on or immediately prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, obtainpay any and all legal and other fees, maintain costs and fully pay for irrevocable “tail” insurance policies naming expenses (including the cost of investigation and preparation) of any D&O Indemnified Persons Party under this Section 8.2, as direct beneficiaries, incurred to the fullest extent permitted under applicable Law (to the extent consistent with a claims period the Company’s organizational documents as of at least six years from the Closing Date), in provided that the person to whom expenses are advanced provides an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect undertaking to matters existing or occurring on or prior repay such advances to the Closing Dateextent required by applicable Law. Purchaser shall notalso, and or shall cause the Company not to, cancel or change such insurance policies pay all fees, costs and expenses, including attorneys’ fees that may be incurred by a D&O Indemnified Party in any respect. (d) In the event Purchaser, the Company, enforcing this Section 8.2 or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this ‎Section 5.13. The provisions of this ‎Section 5.13 shall survive the consummation of the Transactions and are expressly intended to benefit each of the action involving a D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and Party resulting from the Company for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected in the calculation of the Closing Consideration. Section 5.15Transactions.

Director and Officer Liability and Indemnification. (a) For a period of six three (3) years following after the Closing DateClosing, (i) Purchaser shall not, not and shall ensure that not permit the Company does notor any of its Subsidiaries (or their successors as a result of any mergers) to, amend, repeal or modify any provision in the Company’s Organizational Documents or its Subsidiaries’ governance documents relating to the exculpationexculpation or indemnification of former officers, indemnification directors or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein managers (unless required by applicable Lawlaw), it being the intent of the Parties parties that during such period the officers officers, directors and directors managers of the Company who were officers and directors its Subsidiaries prior to the Closing (each, a “D&O Indemnified Person”) shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full fullest extent provided for permitted under applicable Law the law of its jurisdiction of formation or incorporation, and in the Company’s Organizational Documents as of immediately prior to the Closing. (bii) To the extent provided for in the Company’s Organizational Documents and in furtherance of ‎Section 5.13(a), from and after the Closing, Purchaser shall cause the Company and its Subsidiaries (each, or its successors as a “D&O Indemnifying Party”result of any mergers) to (i) indemnify and hold harmless (and release from any Liability maintain adequate insurance, with coverage equivalent to Purchaser that currently directly or indirectly maintained for the Company) the D&O Indemnified Persons against all D&O Expenses (as defined below)’s and its Subsidiaries’ officers, lossesdirectors and managers, claims, damages, -41- NAI-1502820106v1 judgments covering director and officer liability for actions taken by or amounts paid in any settlement consented omitted to be taken by the Company (collectivelyofficers, “D&O Costs”) in respect of any threatened, pending or completed Action to the extent based on or arising out or relating to the fact that such Person is or was a director or officer directors and managers of the Company and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance to their capacity as such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides a written undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. To the extent provided for in the Company’s Organizational Documents, any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this ‎Section 5.13(b), “D&O Expenses” means reasonable and documented attorneys’ fees and all other reasonable, documented and out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs). (c) At the Closing, and in full satisfaction of Purchaser’s other obligations pursuant to Section 5.13(a) and (b), Purchaser shall, or shall cause the Company to, 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, in an amount and scope at least as favorable as the Company’s existing policies, but in no event with a liability limit in excess of $10,000,000, with respect to matters existing or occurring on or prior to the Closing Date. Purchaser shall notThe parties acknowledge that effective on the Closing Date, and shall cause the Company not toconverted its current directors’ and officers’ policy (and applied unused premiums thereunder) to purchase a single payment, cancel run-off or change such “tail” insurance policy or policies of directors’ and officers’ liability insurance covering current and former officers and directors of the Company and the Subsidiaries on terms and conditions, including limits, no less favorable in any respectmaterial respect than their respective directors and officers liability insurance policy in effect on the date of this Agreement, such policy or policies to become effective at the Closing and remain in effect for a period of six (6) years after the Closing with respect to directors’ and officers’ liability for claims arising from facts or events that occurred on or prior to the Closing. (d) In Effective upon the event PurchaserClosing, the Company, for itself and its Subsidiaries, hereby waives any claims that the Company or any Subsidiary currently has or, in the future, may have against any Seller, or employees or representatives of any Seller for any of such Person’s actions or omissions in their capacities as officers or directors of the Company or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this ‎Section 5.13. The provisions of this ‎Section 5.13 shall survive the consummation of the Transactions and are expressly intended to benefit each of the D&O Indemnified Persons. -42- NAI-1502820106v1 Section 5.14. DSS Transaction Expenses. Seller shall indemnify Purchaser and the Company for, and hold Purchaser and the Company harmless from, all DSS Transaction Expenses that are not reflected in the calculation of the Closing Consideration. Section 5.15Subsidiaries.