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

Director and Officer Liability and Indemnification. For a period of five (5) years after the Closing, Buyer shall not, and shall not permit the Company or any of its Subsidiaries to, amend, repeal or modify any provision in the Company's or any of its Subsidiaries' Certificate of Incorporation or By-laws relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries who existed as officers and directors of the Company or its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full extent as they receive under those documents prior to the Closing.

Director and Officer Liability and Indemnification. For a period of five (5) years after the Closing, Buyer shall not, and shall not permit the Company or any of its Subsidiaries toSubsidiaries, or their respective successors, to amend, repeal or modify any provision in the Company's or any of its Subsidiaries' Certificate certificate or articles of Incorporation incorporation or By-laws bylaws as in existence on the date hereof relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries who existed as officers and directors of the Company or its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full extent as they receive under those documents prior to of the Closinglaw.

Director and Officer Liability and Indemnification. For a period of five (5) six years after the Closing, Buyer shall not, and shall not permit the Company or any of its Subsidiaries to, to amend, repeal or modify any provision in the Company's or any of its Subsidiaries' Certificate certificate of Incorporation incorporation or By-laws bylaws relating to the exculpation or indemnification of for any officers and directors (in their respective capacities as such) (unless required by law)) with respect to matters effected at or prior to the Closing, it being the intent of the parties that the officers and directors of the Company and its Subsidiaries who existed (in their respective capacities as officers and directors of the Company or its Subsidiaries prior to the Closing such) shall continue to be entitled to such exculpation and indemnification to the full extent as they receive under those documents prior to of the Closinglaw.

Director and Officer Liability and Indemnification. For a period of five six (56) years after the Base Closing, Buyer shall not, and Buyer shall not permit the Company or any of its Companies and Subsidiaries to, amend, repeal or modify modify, in any manner that would materially adversely affect the rights thereunder, any provision in the Company's certificate of formation or any limited liability company agreement (or other organizational documents) of its Subsidiaries' Certificate of Incorporation or By-laws the Companies and Subsidiaries relating to the exculpation or indemnification of any officers and officers, directors or managers (unless required by law), it being the intent of the parties Parties that the officers officers, directors and directors managers of the Company Companies and its Subsidiaries who existed as officers and directors of the Company or its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full extent as they receive under those documents prior to of the Closinglaw.

Director and Officer Liability and Indemnification. For a period of five six (56) years after the Closing, Buyer the Purchaser shall not, and shall not permit the Company Surviving Corporation or any of its the Surviving Corporation’s Subsidiaries to, amend, repeal or otherwise modify any provision in the Company's Surviving Corporation’s or any of its the Surviving Corporation’s Subsidiaries' Certificate ’ articles of Incorporation incorporation or By-laws bylaws (or equivalent governing documents) relating to the exculpation or indemnification of any officers and and/or directors (unless required by lawLaw), it being the intent of the parties that the current and former officers and directors of the Company and its Subsidiaries who existed as officers and directors of the Company or its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full extent as they receive under those documents prior to of the ClosingLaw.