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

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Parent will not, and will not permit the Surviving Corporation or any of its Subsidiaries to, amend, repeal or otherwise modify any provision in the Company’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or equivalent governing document) relating to the exculpation or indemnification of any officers and/or directors (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries (the “D&O Indemnitees”) will continue to be entitled to such exculpation and indemnification to the full extent of the Law. (b) At the Closing, Parent will cause the Company to obtain and maintain irrevocable “tail” insurance policies (the “D&O Tail 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 an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Parent, on the one hand, and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies. Parent will not, and will cause the Surviving Corporation not to, cancel or change such insurance policies in any respect. (c) In the event that all or substantially all of the assets of the Surviving Corporation are sold, whether in one transaction or a series of transactions, then Parent and the Surviving Corporation will, and in each such case, ensure that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 7.02. The provisions of this Section 7.02 will apply to all of the successors and assigns of the Surviving Corporation. (d) The obligations of Parent, the Surviving Corporation and their Subsidiaries under this Section 7.02 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.02 applies without the consent of such affected Person.

Director and Officer Liability and Indemnification. (a) For a period of at least six (6) years after from the ClosingClosing Date, Parent the Surviving Corporation will not, and Buyer will not permit the Surviving Corporation or any of its Subsidiaries to, amend, repeal or otherwise modify any provision in the Companysuch Person’s or any of its Subsidiaries’ certificate of incorporation incorporation, bylaws or bylaws (or equivalent governing document) in any agreement, relating to the exculpation or indemnification of, or advancement of expenses to, any officers and/or directors present (unless required by Law), it being as of immediately prior to the intent of the parties that the officers and directors Effective Time) or former director or officer of the Company and its Subsidiaries (the each, a “D&O IndemniteesIndemnified Person”) will continue to be entitled to such exculpation for acts and indemnification omissions occurring prior to the full extent of Effective Time as in effect immediately prior to the LawEffective Time in any manner adverse to any D&O Indemnified Person, and Buyer will cause the Surviving Corporation to observe and fulfill all such provisions. (b) At or prior to the Closing, Parent will cause the Company to will obtain and maintain fully pay for irrevocable “tail” insurance policies (the “D&O Tail Policies”) naming the D&O Indemnitees Indemnified Persons and any other persons covered by the Company’s and its Subsidiaries’ existing directors’ and officers’ insurance policies, 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’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s and its Subsidiaries’ existing policies with respect to matters existing or occurring at or prior to before the Closing DateEffective Time. Parent, on the one hand, Buyer and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies. Parent Surviving Corporation will not, and will cause the Surviving Corporation their Subsidiaries not to, cancel or change such insurance policies in any respect. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of the its properties, rights or assets of the Surviving Corporation are soldto any Person, whether in one transaction or a series of transactionsthen, then Parent and the Surviving Corporation will, and in each such case, ensure that the successors and assigns of such Persons or properties, rights or assets, as the Surviving Corporation case may be, must expressly assume in writing and be bound by the obligations set forth in this Section 7.02. The provisions 6.05 as a condition of this Section 7.02 will apply to all succession of the successors and assigns of the Surviving Corporationassignment. (d) This Section 6.05 is intended to be for the benefit of each of the D&O Indemnified Persons and may be enforced by any such D&O Indemnified Person as if such D&O Indemnified Person were a party to this Agreement. The obligations of Parent, Buyer and the Surviving Corporation and their Subsidiaries under this Section 7.02 shall 6.05 will not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.02 6.05 applies without the consent of such affected Person.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years From and after the Closing, Parent will not, and will not permit the Surviving Corporation or any of its Subsidiaries to, amend, repeal or otherwise modify any provision in the Company’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or equivalent governing document) relating to the exculpation or indemnification of any officers and/or directors (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries (the “D&O Indemnitees”) will continue to be entitled to such exculpation and indemnification to the full extent of the Law. (b) At the ClosingEffective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to obtain any indemnification provisions under the Company Governance Documents as in effect on the date hereof and maintain irrevocable “tail” insurance policies (the “D&O Tail 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 any indemnification agreement between 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 with respect to matters existing or occurring at or prior to the Closing Date. Parent, on the one hand, and any of its current or former directors and officers (collectively, the Company“D&O Indemnitees”), on the other hand, in each case, solely to the extent any such agreement is set forth in Section 6.10 of the Disclosure Schedule, with respect to acts or omissions by them in their capacities as such at any time at or prior to the Effective Time. (b) Prior to Closing, the Company will bear equally obtain a six-year “tail” directors’ and officers’ liability insurance policy covering acts or omissions occurring prior to the fees Closing Date with respect to those Persons who are currently covered by the Company’s directors’ and expenses officers’ liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate to the Company’s directors and officers currently covered by such insurance than those of purchasing such policy in effect on the date hereof; provided, that such “tail” policy will provide such coverage for six years from the Closing Date and will be obtained from the Company’s or Parent’s current insurance company or another reputable insurance company, reasonably satisfactory to Parent (such policy, the “D&O Tail Policy”); provided, that 100% of the premium for the D&O Tail Policies. Parent Policy will not, and will cause the Surviving Corporation not to, cancel or change such insurance policies in any respectbe an Unpaid Transaction Expense. (c) In This Section 6.10 will survive the event that consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by the D&O Indemnitees, and will be binding on all successors and assigns of Parent and the Surviving Corporation. If the Surviving Corporation, its Subsidiaries or any of their respective successors or assigns (i) will consolidate with or merge into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) will transfer all or substantially all of the its properties and assets of the Surviving Corporation are soldto any Person, whether in one transaction or a series of transactions, then Parent and the Surviving Corporation willthen, and in each such case, ensure proper provisions will be made so that the successors and assigns of the Surviving Corporation and its Subsidiaries will assume all of the obligations set forth in this Section 7.02. The provisions of this Section 7.02 will apply to all of the successors and assigns of the Surviving Corporation6.10. (d) The obligations of Parent, the Surviving Corporation and their Subsidiaries under this Section 7.02 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.02 applies without the consent of such affected Person.

Director and Officer Liability and Indemnification. (a) For Subject to the limitations in Sections 5.06 and 5.11(f), from and after the Closing, Company will, and Buyer will cause the Company to, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now or has been at any time prior to the date hereof an officer, director, manager or employee of the Company (each, a “D&O Indemnified Party”), for claims against them by reason of such service for the Company prior to or at the Closing, to the extent such person is entitled to such rights under the Operating Agreement or under any indemnification agreement listed in Schedule 5.11 in each case as of immediately prior to the Closing and prior to giving effect to Section 5.06 hereof. (b) Without limiting the foregoing, for a period of six (6) years after the Closing, Parent Buyer will not, not (and will not cause or permit the Surviving Corporation Company or any of its Subsidiaries Buyer’s other subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, amendor to the beneficiaries thereof, repeal the exculpation, indemnification, contribution and expense advancement or otherwise modify any provision reimbursement provisions set forth in the Company’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or equivalent governing document) relating to the exculpation or indemnification of any officers and/or directors (unless required by Law), it being the intent of the parties that the officers and directors Organizational Documents of the Company and its Subsidiaries (the “D&O Indemnitees”) will continue to be entitled to such exculpation and indemnification to the full extent of the Law. (b) At the Closing, Parent will cause the Company to obtain and maintain irrevocable “tail” insurance policies (the “D&O Tail 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 an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing conduct, actions or occurring omissions taken or not taken at or prior to the Closing Date. Parent, on the one hand, and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies. Parent will not, and will cause the Surviving Corporation not to, cancel or change such insurance policies in any respectClosing. (c) In If Buyer or the event that Company or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and Buyer or the Company will not be the continuing or surviving entity in such consolidation or merger or (ii) transfer all or substantially all of the its properties and assets of the Surviving Corporation are soldto any Person, whether in one transaction or a series of transactionsthen, then Parent and the Surviving Corporation will, and in each such case, ensure proper provision will be made prior to or concurrently with the consummation of such transaction so that the successors and assigns of Buyer or the Surviving Corporation assume Company, as the case may be, will be able to satisfy the indemnification and other obligations set forth in this Section 7.02. 5.11. (d) With respect to any indemnification and other obligations of Buyer and the Company pursuant to or that is otherwise contemplated by this Section 5.11, each of Buyer and the Company hereby acknowledge and agree that, other than with regard to any applicable insurance, and solely with regard to any Seller Party or their Affiliate: (i) the Company is the indemnitor of first resort with respect to all indemnification and other obligations of the Company pursuant to or that are otherwise contemplated by this Section 5.11 (i.e., its obligations to an applicable D&O Indemnified Party are primary and any obligation of any Seller Party or Affiliate to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such D&O Indemnified Party are secondary), (ii) the Company will be liable for the full amount of any and all payments required to be made thereby pursuant to the terms of this Section 5.11 without regard to any rights an applicable D&O Indemnified Party may have against any other Seller Party or their Affiliate and (iii) effective as of the Closing, Company irrevocably waives, relinquishes and releases any such other Seller Party or their Affiliate from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof other than with respect to claims by the Company pursuant to Section 8.03(j). (e) The provisions of this Section 7.02 5.11 will apply to all survive the consummation of the transactions contemplated hereby and (i) are intended to be for the benefit of, and will be enforceable by, each D&O Indemnified Party and his or her successors, heirs and representatives and will be binding on all successors and assigns of Buyer and the Surviving CorporationCompany and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract, at Law or otherwise. (df) The obligations of ParentNotwithstanding anything in the foregoing Section 5.11, the Surviving Corporation and their Subsidiaries under this Section 7.02 D&O Indemnified Persons shall not have any right to defense, indemnification, advancement, or to be terminated held harmless, and such rights are deemed released under Section 5.06, with regard to any matter that arises out of or modified relates to (i) an actual or alleged breach of any representation, warranty, or covenant, whether of either Company or any Seller Party, in such this Agreement or any document to be delivered pursuant to it, and whether or not any indemnification may be owed by a manner Seller Party pursuant to the limitations in Section 8; or (ii) fraud by a Seller Party (other than fraud relating to any claim, assertion, allegation or reasoning that either of the disclosure and information statements attached to this Agreement as Exhibit G or Exhibit H contain any untrue statement of a material fact, or omit to adversely affect any Person state a material fact necessary in order to whom this Section 7.02 applies without make the consent statements made, in light of such affected Personthe circumstances under which they were made, not misleading).

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Parent will the Purchaser shall not, and will shall not permit the Surviving Corporation Company or any of its Subsidiaries to, amend, repeal or otherwise modify any provision in the Company’s or any of its Subsidiaries’ operating agreement, certificate of incorporation or incorporation, bylaws (or equivalent governing document) relating to the exculpation or indemnification of any current or former managers, directors and/or officers and/or directors (each, a “ D&O Indemnitee”) (unless required by 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 and its Subsidiaries (the “D&O Indemnitees”) will Indemnitees shall continue to be entitled to such exculpation and indemnification to the full extent of the permitted by Law. . (b) At the Closing, Parent will the Purchaser shall, or shall cause the Company to obtain to, obtain, maintain and maintain fully pay for irrevocable “tail” insurance policies (the “D&O Tail 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 an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing DateClosing. ParentThe cost of such tail insurance policy shall be borne 50% by the Purchaser, on the one hand, and 50% by the CompanyUnitholders (as a Transaction Expense), on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies. Parent will The Purchaser 34 shall not, and will shall cause the Surviving Corporation Company not to, cancel or change such insurance policies in any respect. . (c) In the event that 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 the its properties and assets of the Surviving Corporation are sold, whether in one transaction or a series of transactionsto any Person, then Parent and the Surviving Corporation will, and in each either such case, ensure case proper provision shall be made so that the successors and assigns of Purchaser or the Surviving Corporation Company, as the case may be, shall assume the obligations set forth in this Section 7.027.03. (d) The D&O Indemnitees are express and intended third-party beneficiaries of the provisions of this Section 7.02 will apply 7.03 and shall be entitled to all enforce the terms of the successors and assigns of the Surviving Corporation. (d) The obligations of Parent, the Surviving Corporation and their Subsidiaries under this Section 7.02 shall not be terminated or modified in such 7.03 as if they were each a manner as party to adversely affect any Person to whom this Section 7.02 applies without the consent of such affected PersonAgreement.

Director and Officer Liability and Indemnification. (a) For Buyer acknowledges that (i) each Person that at any time prior to the Closing served as a period director, officer, manager, employee, agent, trustee or fiduciary of six (6) years after the Closing, Parent will not, and will not permit the Surviving Corporation Company or any of its Subsidiaries toor who, amendat the request of the Company or any of its Subsidiaries, repeal served as a director, officer, manager, member, employee, agent, trustee or otherwise modify fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such person’s heirs, executors or administrators, the “Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the governing documents of the Company and each of its Subsidiaries in effect as of the Closing (“D&O Provisions”); (ii) such D&O Provisions are rights of contract; and (iii) no amendment or modification to any provision such D&O Provisions shall affect in any manner the Indemnified Persons’ rights, or the Company’s or any of its Subsidiaries’ certificate of incorporation ’, as the case may be, obligations, with respect to claims arising from facts or bylaws (events that occurred on or equivalent governing document) relating to before the exculpation or indemnification of any officers and/or directors (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries (the “D&O Indemnitees”) will continue to be entitled to such exculpation and indemnification to the full extent of the LawClosing. (b) At or prior to the Closing, Parent will cause the Company to obtain will obtain, maintain and maintain fully pay for irrevocable “tail” insurance policies (the “D&O Tail Policies”costs of such policies shall be paid by the Seller) naming the D&O Indemnitees Indemnified Persons 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 an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Parent, on the one hand, and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies. Parent Buyer will not, and or will cause the Surviving Corporation Company not to, cancel or change such insurance policies in any respect. (c) In the event that all or substantially all of the assets of the Surviving Corporation are sold, whether a Change in one transaction or a series of transactionsControl, then Parent Buyer and the Surviving Corporation Company will, and in each such case, ensure that use their respective commercially reasonable efforts to facilitate the successors and assigns of the Surviving Corporation assume Company assuming the obligations set forth in this Section 7.027.03. The provisions of this Section 7.02 7.03(c) will apply to all of the successors and assigns of the Surviving CorporationCompany. (d) The obligations of Parent, the Surviving Corporation and their Subsidiaries under this Section 7.02 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.02 applies without the consent of such affected Person.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after On or prior to the Closing, Parent will notSeller shall, or shall cause the Company to obtain irrevocable “tail” insurance policies naming all current and will not permit the Surviving Corporation or any of its Subsidiaries toformer directors, amendofficers, repeal or otherwise modify any provision in the Company’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or equivalent governing document) relating to the exculpation or indemnification of any officers and/or directors (unless required by Law)employees, it being the intent of the parties that the officers Affiliates and directors agents of the Company and its Subsidiaries (the “D&O IndemniteesIndemnified Persons”) will continue to be entitled to such exculpation and indemnification to the full extent of the Law. (b) At the Closing, Parent will cause the Company to obtain and maintain irrevocable “tail” insurance policies (the “D&O Tail 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 an A++ or better AAA 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 and its Subsidiaries’ existing policies with respect to matters existing or occurring at or prior to the Closing Date. Parent, on The costs associated with the one hand, and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies“tail” insurance policies shall constitute Seller Expenses. Parent will Buyer shall not, and will shall cause the Surviving Corporation Company and its Subsidiaries not to, cancel or change such insurance policies in any respect. (b) For a period of six (6) years after the Closing, Buyer shall not, and shall cause the Company and its Subsidiaries not to, amend, repeal or modify any provision of any indemnification agreements existing on the date hereof or any provision in the Company’s or any of its Subsidiaries’ organizational or governing documents relating to the indemnification of the D&O Indemnified Persons, in each case in a manner that would limit the scope of such indemnification. (c) In the event that all or substantially all of the assets of the Surviving Corporation are sold, whether in one transaction or a series of transactions, then Parent and the Surviving Corporation will, and in each such case, ensure that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 7.02. The provisions of this Section 7.02 6.3 are intended for the benefit of, and will apply be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to all of the successors and assigns of the Surviving Corporationindemnification or contribution that any such Person may have had, under applicable Law, by Contract or otherwise. (d) The obligations of Parent, the Surviving Corporation and their Subsidiaries under this Section 7.02 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.02 applies without the consent of such affected Person.

Director and Officer Liability and Indemnification. (a) For From and after the Closing Date, Purchaser shall, or shall cause the Company to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law (to the extent consistent with the Company’s organizational documents), the individuals who on or prior to the Closing Date were directors, officers, managers, equityholders or employees of the Company or any of its Subsidiaries (collectively, the “D&O Indemnified Parties”) with respect to 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 the Closing Date. Xxxxxxxxx agrees that all rights of the D&O Indemnified Parties to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the 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. Purchaser shall not, and shall cause the Company and its Subsidiaries not to, for a period of six (6) years following the Closing, amend or otherwise modify such rights or agreements in any manner that would adversely affect the rights of the D&O Indemnified Parties. In addition, to the extent provided in the certificate of incorporation, bylaws or similar governing documents of the Company or its Subsidiaries, as applicable, as in effect as of immediately prior to the Closing, Purchaser shall, or shall cause the Company to, pay any and all legal and other fees, costs and expenses (including the cost of investigation and preparation) of any D&O Indemnified Party under this Section 8.2, as incurred to the fullest extent permitted under applicable Law (to the extent consistent with the Company’s organizational documents as of the Closing Date), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Purchaser shall also, or shall cause the Company to, pay all fees, costs and expenses, including attorneys’ fees that may be incurred by a D&O Indemnified Party in enforcing this Section 8.2 or any action involving a D&O Indemnified Party resulting from the Transactions. (b) For not less than six (6) years after the Closing, Parent will not, and will not permit the Surviving Corporation or any of its Subsidiaries to, amend, repeal or unless otherwise modify any provision in the Company’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or equivalent governing document) relating to the exculpation or indemnification of any officers and/or directors (unless required by applicable Law), it being the intent of the parties that the officers and directors governing documents of the Company and its Subsidiaries (the “D&O Indemnitees”) will continue to be entitled to such exculpation and indemnification shall contain provisions no less favorable to the full extent D&O Indemnified Parties with respect to the indemnification of and advancement of expenses to directors, officers and employees than are set forth in the governing documents of the LawCompany in effect as of immediately prior to the Closing. (bc) At the Closing, Parent will cause the Company to obtain and maintain irrevocable “tail” insurance policies (the “D&O Tail 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 an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Parent, Purchaser shall purchase (and pay for in full at Purchaser’s sole expense) a “tail” prepaid insurance policy with respect to the D&O Indemnified Parties’ that shall provide such D&O Indemnified Parties coverage for six (6) years following the Closing (including with respect to acts or omissions occurring in connection with this Agreement and the Transactions) on terms with respect to such coverage and amount no less favorable to the D&O Indemnified Parties than those of such policies that are in effect on the one handdate of this Agreement. Purchaser shall, and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies. Parent will not, and will shall cause the Surviving Corporation not Company to, cancel or change maintain such insurance policies policy in any respectfull force and effect from and after the Closing Date. For the avoidance of doubt, the cost of such policy shall not constitute a Transaction Expense. (cd) In the event that Purchaser, the Company or any of its Subsidiaries or any of their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of the its properties and assets of the Surviving Corporation are soldto any Person, whether in one transaction or a series of transactions, then Parent and the Surviving Corporation willthen, and in each such case, ensure proper provision shall be made so that the successors and assigns of Purchaser or the Surviving Corporation Company or any of its Subsidiaries shall assume all of the obligations thereof set forth in this Section 7.02. The provisions of this Section 7.02 will apply to all of the successors and assigns of the Surviving Corporation8.2. (de) The obligations of Parent, the Surviving Corporation and their Subsidiaries under this Section 7.02 8.2 shall not be terminated or modified in such a manner as to adversely affect any Person D&O Indemnified Party to whom this Section 7.02 8.2 applies without the consent of such affected PersonD&O Indemnified Party (it being expressly understood that (i) the D&O Indemnified Parties to whom this Section 8.2 applies shall be third party beneficiaries of this Section 8.2 and shall be entitled to enforce the covenants contained herein and (ii) the rights set forth in this Section 8.2 are in addition to, and not in substitution of, any other rights to indemnification or contribution that any D&O Indemnified Party may have). Purchaser hereby acknowledges that certain D&O Indemnified Parties may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and the Subsidiaries (collectively, the “Indemnitors”). Purchaser hereby agrees (i) that Purchaser and the Company are the indemnitors of first resort (i.e., their obligations to the D&O Indemnified Party are primary and any obligation of the Indemnitors are secondary), but solely with respect to any acts or omissions by the D&O Indemnified Parties in their capacities as directors, officers, managers, equityholders or employees of the Company or any of its Subsidiaries 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 the Closing Date (collectively, “Indemnifiable Claims”), (ii) Purchaser and the Company shall be required to advance the full amount of expenses incurred by any D&O Indemnified Party with respect to any Indemnifiable Claims and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement of any Indemnifiable Claims to the extent required by the terms of this Agreement or the Company’s or its Subsidiaries’ respective certificate of incorporation, by-laws or comparable organizational documents (or any other agreement between the Company or any of the Subsidiaries and any such D&O Indemnified Party), without regard to any rights the D&O Indemnified Party may have against the Indemnitors, and (iii) Purchaser and the Company irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any Indemnifiable Claims. Each of Purchaser and the Company further agree that no advancement or payment by an Indemnitor on behalf of a D&O Indemnified Party with respect to any Indemnifiable Claim for which a D&O Indemnified Party has sought indemnification from the Company shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the D&O Indemnified Party against the Company for any such Indemnifiable Claim. Purchaser and the D&O Indemnified Parties agree that the Indemnitors are express third party beneficiaries of the terms of this Section 8.2(e).

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Parent will the Purchaser shall not, and will shall not permit the Surviving Corporation or any of its Subsidiaries Acquired Company to, amend, repeal or otherwise modify any provision in the any Acquired Company’s certificate or any articles of its Subsidiaries’ incorporation, by-laws, certificate of incorporation formation or bylaws limited liability company agreement (or equivalent governing document) relating to the exculpation or indemnification of any current or former managers, directors and/or officers and/or directors of each Acquired Company at or prior to the Closing (each such individual, a “D&O Indemnitee”) from the form of such provisions as of immediately prior to the Closing (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries (the “D&O Indemnitees”) will Indemnitees shall continue to be entitled to such exculpation and indemnification from the Acquired Companies to the full fullest extent of the permitted by Law. (b) At or prior to the Closing, Parent will cause the Company to obtain Acquired Companies shall obtain, maintain and maintain fully pay for irrevocable “tail” insurance policies (for the “D&O Tail Policies”avoidance of doubt, the cost of which shall be borne by the Sellers) 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 Acquired Companies’ current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s Acquired Companies’ existing policies with respect to matters existing or occurring at or prior to the Closing DateClosing. Parent, on the one hand, and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policies. Parent will The Purchaser shall not, and will shall cause the Surviving Corporation Acquired Companies not to, cancel or change such insurance policies in any respect. (c) In the event that the Purchaser, any Acquired 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 the its properties and assets of the Surviving Corporation are sold, whether in one transaction or a series of transactionsto any Person, then Parent and the Surviving Corporation will, and in each either such case, ensure case proper provision shall be made so that the successors and assigns of the Surviving Corporation Purchaser or such entity, as the case may be, shall assume the obligations set forth in this Section 7.02. The provisions of this Section 7.02 will apply to all of the successors and assigns of the Surviving Corporation. (d) The Purchaser hereby acknowledges (on behalf of itself and its Subsidiaries) that the D&O Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by current shareholders, members, or other Affiliates of the Seller Group (“Indemnitee Affiliates”) separate from the indemnification obligations of Parentthe Acquired Companies hereunder. The parties hereto hereby agree (i) that the Acquired Companies are the indemnitor of first resort (i.e., their obligations to the Surviving Corporation D&O Indemnitees are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the D&O Indemnitees are secondary), (ii) that the Acquired Companies shall be required to advance expenses incurred by the D&O Indemnitees and shall be liable for expenses, judgments, penalties, fines and amounts paid in settlement, in each case to the extent required by their certificate or articles of incorporation, by-laws, certificate of formation or limited liability company agreement and, in each case, to the extent legally permitted, without regard to any rights the D&O Indemnitees may have against any Indemnitee Affiliate, and (iii) that the parties hereto (on behalf of themselves and their Subsidiaries respective Subsidiaries) irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. The indemnification obligations provided under this Section 7.02 are primary and the D&O Indemnitees shall not be terminated obligated to pursue claims that exist under any other agreement or modified document which may provide such Person with any rights of indemnification or exculpation. (e) Notwithstanding anything to the contrary in this Section 7.02, the Organizational Documents of any Acquired Company or any provision in any indemnification or other agreement to which any of them is a party or by which any of them is bound, (i) no exculpation or other provision in the Organizational Documents of any Acquired Company or any such a manner as agreement shall be deemed to adversely affect exculpate any D&O Indemnitees from such Person’s obligations under this Agreement, and (ii) no Person shall be entitled to whom indemnification or reimbursement or advancement of expenses under any provision of the Organizational Documents of any Acquired Company or any such agreement for any matter for which any Purchaser Indemnified Party is entitled to indemnification pursuant to this Agreement. (f) The D&O Indemnitees are express and intended third-party beneficiaries of the provisions of this Section 7.02 applies without and shall be entitled to independently enforce the consent of such affected Personterms hereof as if they were each a party to this Agreement.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Parent Buyer will not, and will not permit the Surviving Corporation or any of its Subsidiaries Target Company to, amend, repeal or otherwise modify any provision in the any Target Company’s or any of its Subsidiaries’ certificate of incorporation incorporation, bylaws or bylaws (or other equivalent governing document) documents relating to the exculpation exculpation, indemnification or indemnification advancement of expenses of any current and former officers and/or or directors (in each case in their capacities as such and not as equityholders) (each, a “D&O Indemnified Person”) (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries (the “D&O Indemnitees”) Indemnified Persons will continue to be entitled to such exculpation exculpation, indemnification and indemnification advancement of expenses to the full extent of the Law. (b) In addition to the other rights provided for in this Section 7.03 and not in limitation thereof, from and after the Closing, Buyer will, and will cause the Target Companies (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law, (i) indemnify and hold harmless (and release from any Liability to Buyer or the Target Companies), the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, “D&O Costs”) in respect 42 LEGAL02/39540989v11 (c) At the Closing, Parent Seller will, or will cause the Company to Target Companies to, at Seller’s expense, obtain and maintain fully pay for irrevocable “tail” insurance policies (the “D&O Tail Policies”) naming the D&O Indemnitees Indemnified Persons 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 Target Companies’ current insurance carrier with respect to directors’ liability insurance in an amount and scope at least as favorable as the Company’s Target Companies’ existing policies with respect to matters existing or occurring at or prior to the Closing Date. Parent, on the one hand, Date (including in respect of acts or omissions in connection with this Agreement and the Company, on the other hand, will bear equally the fees and expenses of purchasing the D&O Tail Policiestransactions contemplated thereby). Parent will notBuyer will, and will cause the Surviving Corporation not Target Companies to, maintain such insurance policies and not cancel or change such insurance policies in any respect. (cd) Buyer hereby acknowledges (on behalf of itself and its Subsidiaries) that the D&O Indemnified Persons may have certain rights to indemnification, advancement of expenses or insurance provided by current equityholders or other Affiliates of Seller or their respective equityholders (“Indemnitee Affiliates”) separate from the indemnification obligations of Buyer hereunder. The parties hereto agree that (i) Buyer and the Target Companies are the indemnitors of first resort (i.e., their obligations to the D&O Indemnified Persons are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by the D&O Indemnified Persons are secondary), (ii) subject to the other terms and conditions of this Section 7.03, Buyer and the Target Companies will be required to advance the full amount of expenses incurred by the D&O Indemnified Persons and will be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted, without regard to any rights the D&O Indemnified Persons may have against any Indemnitee Affiliate, and (iii) Buyer and the Target Companies irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. 43 LEGAL02/39540989v11 (e) In the event that all or substantially all of the assets of the Surviving Corporation any Target Company are sold, whether in one transaction or a series of transactions, then Parent Buyer and the Surviving Corporation Target Companies will, and in each such case, ensure that the successors and assigns of the Surviving Corporation Target Companies, as applicable, assume the obligations set forth in this Section 7.027.03. The provisions of this Section 7.02 7.03(e) will apply to all of the successors and assigns of the Surviving CorporationTarget Companies. (d) The obligations of Parent, the Surviving Corporation and their Subsidiaries under this Section 7.02 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.02 applies without the consent of such affected Person.