Common use of Director & Officer Indemnification Clause in Contracts

Director & Officer Indemnification. (a) Prior to the Closing, the Company shall use commercially reasonable efforts to obtain, in consultation with Acquiror, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Acquiror shall bear the cost of the D&O Tail Policy as an Acquiror Transaction Expense, provided, that (i) Acquiror shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Holdings shall not (and shall cause the Surviving Company not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived and (ii) if any claim is asserted or made within such six year period, any insurance required to be maintained under this Section 9.06 shall be continued in respect of such claim until the final disposition thereof. (b) From and after the Effective Time, Holdings shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, any individual who, at or prior to the Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents 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, occurring at or prior to the Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, Holdings, from and after the Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 9.06), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (c) Notwithstanding any other provisions hereof, the obligations of the Company, Holdings and Acquiror contained in this Section 9.06 shall be binding upon the successors and assigns of the Company, Holdings and Acquiror. In the event the Company, Holdings or Acquiror, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person, or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of the Company, Holdings or Acquiror, as the case may be, honor the indemnification and other obligations set forth in this Section 9.06. (d) On the Closing Date, Holdings shall enter into customary indemnification agreements reasonably satisfactory to Seller with the individuals set forth on Section 9.06(d) of the Company Disclosure Schedules, which indemnification agreements shall continue to be effective following the Closing. (e) This Section 9.06 shall survive the consummation of the Transactions, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of Seller.

Director & Officer Indemnification. The Corporation shall, prior to Closing, secure a directors’ and officers’ errors and omissions insurance coverage for current and former directors and officers on “trailing” or “run-off” basis, for such duration no less than six (a6) Prior years, such insurance coverage and the policies thereof to be fully pre-paid by the Corporation prior to the Closing, the Company shall use commercially reasonable efforts to obtain, in consultation with Acquiror, Closing and pay for treated as a “tail” officers’ and directors’ liability insurance policy with Transaction Expense. For a claims period of six (6) years from following the Effective Time with at least Closing Date, the same coverage Corporation or its successor shall fulfill and amount honor in all respects the obligations of the Corporation pursuant to any indemnification provisions under applicable law, the by-laws of the Corporation and containing terms and conditions that are, the documents listed in Schedule 4.05 as in effect on the aggregate, not less advantageous date hereof insofar as such indemnification provisions relate to the directors and officers of the Company Corporation (such directors and officers being herein referred to as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail PolicyCorporation Indemnitees”). Acquiror shall bear the cost The rights of the D&O Tail Policy as an Acquiror Transaction Expense, provided, that (i) Acquiror shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Holdings shall not (and shall cause the Surviving Company not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived and (ii) if any claim is asserted or made within such six year period, any insurance required to be maintained under this Section 9.06 each Corporation Indemnitee shall be continued in respect of enforceable by each such claim until the final disposition thereof. (b) From and after the Effective Time, Holdings shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, any individual who, at Corporation Indemnitee or prior to the Effective Time, was a director, officer, employee his or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s her heirs, executors personal representatives, successors or administrators, the “Indemnified Persons”) with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents 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, occurring at or prior to the Effective Time, including the execution of, and the transactions contemplated by, this Agreementassigns. Without limitation of Notwithstanding the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, Holdings, from and after the Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 9.06), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (c) Notwithstanding any other provisions hereof, the obligations of the Company, Holdings and Acquiror contained in this Section 9.06 shall be binding upon the successors and assigns of the Company, Holdings and Acquiror. In the event the Company, Holdings Corporation or Acquiror, or any of their respective successors or assigns, its successor (i) consolidates with or merges into shall be subject to any other Person, or limitation imposed by Applicable Law and (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of the Company, Holdings or Acquiror, as the case may be, honor the indemnification and other obligations set forth in this Section 9.06. (d) On the Closing Date, Holdings shall enter into customary indemnification agreements reasonably satisfactory to Seller with the individuals set forth on Section 9.06(d) of the Company Disclosure Schedules, which indemnification agreements shall continue to be effective following the Closing. (e) This Section 9.06 shall survive the consummation of the Transactions, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended deemed to release any Corporation Indemnitee who is also an officer or director of the Corporation from his or her obligations pursuant to this Agreement, nor shall such Corporation Indemnitee have any right of contribution, indemnification or right of advancement from the Corporation or its successor with respect with any Loss claimed by any of the Indemnified Parties against such Corporation Indemnitee in any manner his or her capacity as a Vendor. The Parent hereby covenants and agrees with the Vendors that, during the period commencing on the Closing Date and ending on the date that is adverse six (6) years from the Closing, it shall not take any actions to an Indemnified Person cancel, terminate, supplement, amend or let lapse the directors and officers and errors and omissions insurance policies referred to herein without the prior written consent of Seller.the Vendor Representative. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any Non-Employee Director (as defined below) except with the proceeds of such directors and officers and errors and omissions insurance policies actually received by the Corporation for purposes of indemnifying such Non-Employee Director, and each Non-Employee Director shall be required, as a condition to Closing, to deliver to the Corporation and the Purchaser a release of such director’s rights to indemnification, reserving only rights to indemnification to the extent the proceeds of such directors and officers and errors and omissions insurance policies are actually received by the Corporation for purposes of indemnifying such Non-Employee Director. “

Director & Officer Indemnification. (a) Prior to the Closing, the Company shall use commercially reasonable efforts to obtain, in consultation with Acquiror, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Effective Time Closing with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors directors, managers, officers, employees and officers agents of the each Company as the CompanyParty and each of such Company Entity’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time Closing (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Acquiror Company shall bear the cost of the D&O Tail Policy as an Acquiror a Company Transaction Expense, provided, that (i) Acquiror shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Holdings Shelf shall not (and shall cause the Surviving Company Companies not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived waived. Shelf shall also ensure (and (iishall cause the Surviving Companies to ensure that) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 9.06 7.06 shall be continued in respect of such claim until the final disposition thereof. (b) From and after the Effective TimeClosing, Holdings Shelf shall, and shall cause each of its Subsidiaries to, indemnify, defend defend, exculpate and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, any individual who, at or prior to the Effective TimeClosing, is or was a director, officer, manager, employee or agent of the a Company Party or any of its Subsidiaries or who, at the request of the a Company Party or any of its Subsidiaries, served as a director, officer, manager, member, trustee or fiduciary of another limited liability company, corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees occurring or agents 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, occurring alleged to have occurred whether at or prior to the Effective TimeClosing, including the execution of, and the transactions contemplated by, this Agreement, whether asserted or claimed prior to, at or after the Closing. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any actual or threatened action, proceeding suit or investigation proceeding, whether civil, criminal, administrative or investigative, in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, HoldingsShelf, from and after the Effective TimeClosing, shall pay, as incurred, such Indemnified Person’s reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 9.067.06), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (c) Shelf shall, for a period of six (6) years from and after the Closing, cause the organizational documents of each Company Party and each of their respective Subsidiaries (including each surviving entity under the Mergers) to contain provisions no less favorable to the Indemnified Persons with respect to indemnification, exculpation from liabilities and rights to advancement of expenses than those set forth as of the date of this Agreement in the organizational documents of such entity, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of any Indemnified Party. (d) Notwithstanding any other provisions hereof, the obligations of the Company, Holdings Company and Acquiror Shelf contained in this Section 9.06 7.06 shall be binding upon the successors and assigns of the Company, Holdings Company and AcquirorShelf. In the event the Company, Holdings Company or Acquiror, Shelf or any of their respective successors or assigns, (i) consolidates with or merges into any other Person, or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of the Company, Holdings Company or AcquirorShelf, as the case may be, honor the indemnification and other obligations set forth in this Section 9.067.06. (de) On the Closing Date, Holdings Shelf shall enter into customary indemnification agreements reasonably satisfactory to Seller Acquiror and Holdings with the individuals set forth on Section 9.06(d7.06(e) of the Company Disclosure Schedules, which indemnification agreements shall continue to be effective following the Closing. (ef) This Section 9.06 7.06 shall survive the consummation of the Transactions, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of Sellerthe Company.

Director & Officer Indemnification. (a) Prior to Parent agrees that for the Closing, the Company shall use commercially reasonable efforts to obtain, in consultation with Acquiror, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from beginning on the Effective Time with at least and ending on the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers earliest of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Acquiror shall bear the cost of the D&O Tail Policy as an Acquiror Transaction Expense, provided, that (i) Acquiror shall not be responsible for an amount in excess the third anniversary of 300the Closing Date, (ii) the termination of Sosnoff’s and Sheridan’s employment with Parent or its successor or (iii) the date that substantially all of the assets or more than 50% of the annual premium voting capital stock of Parent is acquired by purchase, or through a consolidation, merger or other transaction, by a Person or group of Persons not currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policyaffiliated with Parent (a “Parent Acquisition”), Holdings shall not (and it shall cause the Surviving Company not to) take any action following Corporation to maintain the Closing indemnification provisions contained in the certificate of incorporation and the by-laws of the Surviving Corporation as of the Effective Time, to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived and (ii) if any claim is asserted or made within such six year period, any insurance required to be maintained under this Section 9.06 shall be continued in respect of such claim until the final disposition thereofextent permitted by Law. (b) From and During the period of six years after the Effective Time, Holdings shall, indemnify, defend Parent shall cause the Surviving Corporation to indemnify and hold harmless, as set forth as of harmless the date hereof in Company’s current directors and executive officers (the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, any individual who, at “Tail Indemnitees”) regarding acts or omissions occurring prior to the Effective TimeTime on terms and conditions no less favorable to the Company’s directors and executive officers as those set forth in the Company’s current indemnity agreements, was provided that the Surviving Corporation may substitute therefor directors’ and officers’ liability insurance policies of a directorreputable insurance company the terms of which are acceptable to the Tail Indemnitees; provided, officerhowever, employee or agent in no event shall Parent be required to pay related insurance premiums in excess of twice the amount that the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents 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, occurring at or prior to the Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, Holdings, from and after the Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 9.06), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereundercurrently pays therefor. (c) Notwithstanding The rights of Xxxxxxx, Xxxxxxxx and the other Tail Indemnitees under this Section 4.21 shall be in addition to any other provisions hereofrights such individuals may have under the certificate or certificate of incorporation or bylaws (or equivalent organizational documents) of Parent, the obligations Surviving Company or any of their respective Subsidiaries, under the DGCL, other applicable Law or otherwise; provided that nothing herein shall be construed to limit Parent’s rights under this Agreement. These rights shall survive consummation of the CompanyMerger and are intended to benefit, Holdings and Acquiror contained in this Section 9.06 shall be binding upon the successors and assigns of the Companyenforceable by, Holdings and Acquiror. each such individual. (d) In the event Parent or the Company, Holdings or Acquiror, Surviving Corporation or any of their respective successors or assigns, assigns (i) consolidates with or merges into any other Person, Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties or and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Company, Holdings or AcquirorSurviving Corporation, as the case may be, honor assume the indemnification and other obligations set forth in this Section 9.064.21. (d) On the Closing Date, Holdings shall enter into customary indemnification agreements reasonably satisfactory to Seller with the individuals set forth on Section 9.06(d) of the Company Disclosure Schedules, which indemnification agreements shall continue to be effective following the Closing. (e) This Section 9.06 shall survive the consummation of the Transactions, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of Seller.

Director & Officer Indemnification. (a) The Surviving Entity immediately following the Merger Effective Time shall ensure that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Merger Effective Time was, a manager, director and officer of (i) the Company Entities (the “Company Indemnified Persons”) and (ii) Parent (the “Parent Indemnified Persons” and together with the Company Indemnified Persons, collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries, on the one hand, or Parent on the other hand, is a party or bound, shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall use commercially reasonable efforts to obtain, in consultation with Acquiror, obtain and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of at least six (6) years from the Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, are not less advantageous to the directors managers and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Acquiror shall bear the The cost of the D&O Tail Policy as an Acquiror shall be a Reimbursable Transaction Expense, provided, that (i) Acquiror shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Holdings Parent shall not (and shall cause the Surviving Company Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived and (ii) if any claim is asserted or made within such six year period, any insurance required to be maintained under this Section 9.06 shall be continued in respect of such claim until the final disposition thereofwaived. (bc) From and after the Merger Effective Time, Holdings Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, any individual who, at or prior to the Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “all Indemnified Persons”) Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directorsmanagers, employees or agents 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, occurring at or prior to the Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, Holdingsthe Surviving Entity, from and after the Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 9.066.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (cd) Notwithstanding any other provisions hereof, the obligations of Parent and the Company, Holdings and Acquiror Surviving Entity contained in this Section 9.06 6.7 shall be binding upon the successors and assigns of Parent and the Company, Holdings and AcquirorSurviving Entity. In the event Parent or the Company, Holdings or AcquirorSurviving Entity, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person, or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Company, Holdings or AcquirorSurviving Entity, as the case may be, honor the indemnification and other obligations set forth in this Section 9.06. (d) On the Closing Date, Holdings shall enter into customary indemnification agreements reasonably satisfactory to Seller with the individuals set forth on Section 9.06(d) of the Company Disclosure Schedules, which indemnification agreements shall continue to be effective following the Closing6.7. (e) This Section 9.06 6.7 shall survive the consummation of the TransactionsMerger, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of Sellerthe Member Representative.