Common use of Directors Officers Indemnification and Insurance Clause in Contracts

Directors Officers Indemnification and Insurance. (a) From and after the Closing Date, the Acquiror shall cause the Transferred Companies to indemnify and hold harmless, to the fullest extent permitted under applicable Law, pursuant to indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule or the Organizational Documents of the Transferred Companies in effect on the date hereof (and the Acquiror and the Transferred Companies shall also advance expenses to the fullest extent required by the Organizational Documents of the Transferred Companies in effect on the date hereof; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director, officer and employee of any Transferred Company against any Losses incurred in connection with any Action, arising out of or related to such Person’s service as a director, officer or employee of any Transferred Company or services performed by such Persons at the request of any Transferred Company at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, including the Transactions, and including any expenses incurred in enforcing such Person’s rights under this Section 7.22. The indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule with any of the directors, officers or employees of the Transferred Companies shall continue in full force and effect in accordance with their terms following the Closing Date. (b) For not less than six (6) years from and after the Closing Date, the Organizational Documents of the Transferred Companies shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Transferred Companies for periods at or prior to the Closing Date than are currently set forth in the Organizational Documents of the Transferred Companies, provided, however, that after the Closing Date, any amount in respect of which any director, officer, or employee of the Transferred Companies is entitled to be indemnified pursuant to Section 7.22(a) or this Section 7.22(b) shall be reduced by the portion of any claim for which the Parent or Acquiror is entitled to indemnification under Article X that such indemnified director, officer or employee is responsible for pursuant to Article X (in his or her capacity as an Indemnifying Party). (c) For the benefit of the Transferred Companies’ directors and officers, following the date of this Agreement, the Transferor Parties shall obtain an insurance and indemnification policy (the “D&O Insurance”) that provides coverage for a period of six (6) years from and after the Closing Date for events occurring prior to the Closing Date. (d) In the event the Acquiror or the Transferred Companies (i) consolidate with or merge into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of their properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.22. (e) The obligations under this Section 7.22 shall not be terminated or modified in such a manner as to adversely affect any past or present directors, officers and employees of the Transferred Companies to whom this Section 7.22 applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 7.22 applies are express third party beneficiaries of this Section 7.22). (f) The rights of each such director, officer and employee under this Section 7.22 shall be in addition to any rights such Person may have under the Organizational Documents of the Transferred Companies, or under any applicable Laws or contractual indemnification rights.

Directors Officers Indemnification and Insurance. (a) From and after Contemporaneously with the Closing DateClosing, the Acquiror Company shall cause the Transferred Companies to indemnify and hold harmlesspurchase, to the fullest extent permitted under applicable Law, pursuant to indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) with all of the Transferor Parties Disclosure Schedule or the Organizational Documents of the Transferred Companies in effect on the date hereof (and the Acquiror and the Transferred Companies shall also advance expenses to the fullest extent required by the Organizational Documents of the Transferred Companies in effect on the date hereof; providedcost thereof being a Transaction Expense, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director, officer and employee of any Transferred Company against any Losses incurred in connection with any Action, arising out of or related to such Person’s service as a director, officer or employee of any Transferred Company or services performed by such Persons at the request of any Transferred Company at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, including the Transactions, and including any expenses incurred in enforcing such Person’s rights under this Section 7.22. The indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule with any of the directors, officers or employees of the Transferred Companies shall continue in full force and effect in accordance with their terms following the Closing Date. (b) For not less than six (6) years from and after the Closing Date, the Organizational Documents of the Transferred Companies shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses “tail” policy of directors, officers and employees of the Transferred Companies for periods at or prior to the Closing Date than are currently set forth in the Organizational Documents of the Transferred Companies, provided, however, that after the Closing Date, any amount in respect of which any director, officer, or employee of the Transferred Companies is entitled to be indemnified pursuant to Section 7.22(a) or this Section 7.22(b) shall be reduced by the portion of any claim for which the Parent or Acquiror is entitled to indemnification under Article X that such indemnified director, officer or employee is responsible for pursuant to Article X (in his or her capacity as an Indemnifying Party). (c) For the benefit of the Transferred Companies’ directors and officers’ liability insurance coverage, following the date of this Agreement, the Transferor Parties shall obtain an insurance and indemnification policy (the “D&O Insurance”) that provides providing coverage for a period of six (6) years from and after following the Closing Date for events occurring Date, with respect to any Person who is on the date hereof or at the Closing an officer or manager of the Company or any of its Subsidiaries in connection with such Person’s service as a manager or officer of the Company or any of its Subsidiaries at any time prior to the Closing. For a period of six (6) years after the Closing, Parent will not, and will not permit the Surviving Entity or its Subsidiaries to, take any action to amend (in a manner adverse to the beneficiary thereof) or terminate such policy and shall take all commercially reasonable steps, to cause the Surviving Entity and its Subsidiaries to maintain in effect such policy and shall not amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in each of the Company’s and its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of any pre- Closing Dateofficers or managers. The provisions of this Section 6.5 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other right to indemnification or contribution that any such Person may have by contract or otherwise. (db) In the event that any Person incurs Losses that are or would have been subject to coverage under an officers’ and directors’ liability insurance policy pursuant to Sections 6.5(a) and such policy terminated (but not due to a temporal expiration) or affords lesser coverage than is required by Sections 6.5 (a), in each case, as a result of the Acquiror or Parent’s failure to fulfill its obligations pursuant to Section 6.5(a), the Transferred Companies (i) consolidate with or merge into Parent and the Surviving Entity, jointly and severally, shall pay to such Persons such amounts and provide any other person and shall not be the continuing coverage or surviving corporation or entity of benefits as such consolidation or merger or (ii) transfer all or substantially all of their properties and assets Persons would have received pursuant to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.22policy. (ec) The obligations under this Section 7.22 shall not be terminated or modified in such a manner as to adversely affect any past or present directors, officers and employees of the Transferred Companies to whom this Section 7.22 applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 7.22 applies are express third party beneficiaries provisions of this Section 7.22). (f) The rights of 6.5 are intended to be for the benefit of, and will be enforceable by, each such directorPerson entitled to indemnification, officer his or her heirs and employee under this Section 7.22 shall be in addition to any rights such Person may have under the Organizational Documents of the Transferred Companies, his or under any applicable Laws or contractual indemnification rightsher representatives.

Directors Officers Indemnification and Insurance. (a) From and after the Closing DateCompany Merger Effective Time, each of the Acquiror shall cause Holdco Merger Surviving Company and the Transferred Companies to Company Merger Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law, pursuant to indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule or the Organizational Documents of the Transferred Companies in effect on the date hereof Law (and the Acquiror and Holdco Merger Surviving Company or the Transferred Companies Company Merger Surviving Corporation shall also advance expenses as incurred to the fullest extent required by the Organizational Documents of the Transferred Companies in effect on the date hereof; providedpermitted under applicable Law, provided that the Person person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification), each present and former director, officer and employee of the Company or any Transferred Company Subsidiary against any Losses costs or expenses (including reasonable attorneys' fees), judgments, settlement amounts, fines, losses, claims, damages or liabilities incurred in connection with any Actionclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Person’s person's service as a director, officer or employee of the Company or any Transferred Company Subsidiary or services performed by such Persons persons at the request of the Company or any Transferred Company Subsidiary at or prior to the Closing DateCompany Merger Effective Time, whether asserted or claimed prior to, at or after the Closing DateCompany Merger Effective Time, including the Transactionstransactions contemplated by this Agreement, and including any expenses incurred in enforcing such Person’s person's rights under this Section 7.22. The indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule with any of the directors, officers or employees of the Transferred Companies shall continue in full force and effect in accordance with their terms following the Closing Date5.11. (b) For not less than six (6) years from and after the Closing DateCompany Merger Effective Time, the Organizational Documents articles of incorporation and bylaws of the Transferred Companies Company Merger Surviving Corporation and each Company Subsidiary shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Transferred Companies Company and the Company Subsidiaries for periods at or prior to the Closing Date Company Merger Effective Time than are currently set forth in the Organizational Documents Company Charter, the Company Bylaws or the equivalent organizational documents of any Company Subsidiary as of the Transferred Companiesdate hereof, providedexcept as may be required by applicable Law. The contractual indemnification rights, howeverif any, that after in existence on the Closing Date, date of this Agreement with any amount in respect of which any director, officer, or employee of the Transferred Companies is entitled to be indemnified pursuant to Section 7.22(a) directors, officers or this Section 7.22(b) employees of the Company or any Company Subsidiary shall be reduced assumed by the portion of Company Merger Surviving Corporation, without any claim for which further action, and shall continue in full force and effect in accordance with their terms following the Parent or Acquiror is entitled to indemnification under Article X that such indemnified director, officer or employee is responsible for pursuant to Article X (in his or her capacity as an Indemnifying Party)Company Merger Effective Time. (c) For the benefit of the Transferred Companies’ Company's present and former directors and officers, following the date of this AgreementCompany shall be permitted, prior to the Company Merger Effective Time, and if the Company fails to do so, the Transferor Parties Holdco Merger Surviving Company shall cause the Company Merger Surviving Corporation, to obtain an and fully pay the premium for a directors' and officers' liability insurance and indemnification policy (the “D&O Insurance”) that provides coverage for a period of six (6) years from and after the Closing Date Company Merger Effective Time for events occurring prior to the Closing DateCompany Merger Effective Time (the "Company D&O Insurance") that is no less favorable in the aggregate than the Company's existing policy, and that has a cost not in excess of 300% of the last annual premium paid by the Company prior to the date of this Agreement for the Company D&O Insurance in place in effect as of the date hereof. If the Company and the Company Merger Surviving Corporation for any reason fail to obtain such "tail" insurance policy as of the Company Merger Effective Time, the Company Merger Surviving Corporation shall, and the Holdco Merger Surviving Company shall cause the Company Merger Surviving Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Company Merger Effective Time the Company D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company's existing policies as of the date hereof, or the Company Merger Surviving Corporation shall, and the Holdco Merger Surviving Company shall cause the Company Merger Surviving Corporation to, purchase comparable Company D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company's existing policies as of the date hereof; provided, however, in no event shall the Holdco Merger Surviving Company or the Company Merger Surviving Corporation be required to pay an annual premium for the Company D&O Insurance that is in excess of 300% of the annual premium paid as of the date hereof by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Company Merger Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) For six (6) years from and after the Holdco Merger Effective Time, each of the Holdco Merger Surviving Company or one of its Subsidiaries, to the extent required by applicable Law, will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Holdco Merger Surviving Company or one of its Subsidiaries shall also advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director, officer and employee of Gold or any Gold Subsidiary against any costs or expenses (including reasonable attorneys' fees), judgments, settlement amounts, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such person's service as a director, officer or employee of Gold or any Gold Subsidiary or services performed by such persons at the request of Gold or any Gold Subsidiary at or prior to the Holdco Merger Effective Time, whether asserted or claimed prior to, at or after the Holdco Merger Effective Time, including the transactions contemplated by this Agreement, and including any expenses incurred in enforcing such person's rights under this Section 5.11. (e) For not less than six (6) years from and after the Holdco Merger Effective Time, the articles of incorporation and bylaws of the Holdco Merger Surviving Company and each Gold Subsidiary shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of Gold and the Gold Subsidiaries for periods at or prior to the Holdco Merger Effective Time than are set forth in the Gold Charter, the Gold Bylaws or the equivalent organizational documents of any Gold Subsidiary as of the date hereof, except as may be required by applicable Law. The contractual indemnification rights, if any, in existence on the date of this Agreement with any of the directors, officers or employees of Gold or any Gold Subsidiary shall be assumed by the Holdco Merger Surviving Company, without any further action, and shall continue in full force and effect in accordance with their terms following the Holdco Merger Effective Time, except as may be required by applicable Law. (f) For the benefit of Gold's present and former directors and officers, Gold shall be permitted, prior to the Holdco Merger Effective Time, and if Gold fails to do so, the Holdco Merger Surviving Company shall, obtain and fully pay the premium for a directors' and officers' liability insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Holdco Merger Effective Time for events occurring prior to the Holdco Merger Effective Time (the "Gold D&O Insurance") that is no less favorable in the aggregate than the Company's existing policy, except as may be required by applicable Law, and that has a cost not in excess of 300% of the last annual premium paid by Gold prior to the date of this Agreement for the Gold D&O Insurance in place in effect as of the date hereof. If Gold and the Holdco Merger Surviving Company for any reason fail to obtain such "tail" insurance policy as of the Holdco Merger Effective Time, the Holdco Merger Surviving Company shall continue to maintain in effect for a period of at least six (6) years from and after the Holdco Merger Effective Time the Gold D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable as provided in Gold's existing policies as of the date hereof, except as may be required by applicable Law, or the Holdco Merger Surviving Company shall purchase comparable Gold D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in Gold's existing policies as of the date hereof, except as may be required by applicable Law; provided, however, in no event shall the Holdco Merger Surviving Company be required to pay an annual premium for the Gold D&O Insurance that is in excess of 300% of the annual premium paid as of the date hereof by Gold for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Holdco Merger Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (g) In the event the Acquiror Holdco Merger Surviving Company or the Transferred Companies Company Merger Surviving Corporation (i) consolidate consolidates with or merge merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers all or substantially all of their its properties and assets to any Personperson, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.225.11. (eh) The obligations under this Section 7.22 shall not be terminated or modified in such a manner as to adversely affect any past or present directors, officers and employees of the Transferred Companies persons to whom this Section 7.22 applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 7.22 5.11 applies are express third third-party beneficiaries of this Section 7.22)5.11. (fi) The rights of each such director, officer and employee under this Section 7.22 5.11 shall be in addition to any rights such Person person may have under the Organizational Documents organizational documents of Gold, the Transferred CompaniesCompany or any of their respective Subsidiaries, as the case may be, or under any applicable Laws or contractual indemnification rights.

Directors Officers Indemnification and Insurance. (a) From and after Contemporaneously with the Closing DateClosing, the Acquiror Company shall cause the Transferred Companies to indemnify and hold harmlesspurchase, to the fullest extent permitted under applicable Law, pursuant to indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) with all of the Transferor Parties Disclosure Schedule or the Organizational Documents of the Transferred Companies in effect on the date hereof (and the Acquiror and the Transferred Companies shall also advance expenses to the fullest extent required by the Organizational Documents of the Transferred Companies in effect on the date hereof; providedcost thereof being a Transaction Expense, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director, officer and employee of any Transferred Company against any Losses incurred in connection with any Action, arising out of or related to such Person’s service as a director, officer or employee of any Transferred Company or services performed by such Persons at the request of any Transferred Company at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, including the Transactions, and including any expenses incurred in enforcing such Person’s rights under this Section 7.22. The indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule with any of the directors, officers or employees of the Transferred Companies shall continue in full force and effect in accordance with their terms following the Closing Date. (b) For not less than six (6) years from and after the Closing Date, the Organizational Documents of the Transferred Companies shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses “tail” policy of directors, officers and employees of the Transferred Companies for periods at or prior to the Closing Date than are currently set forth in the Organizational Documents of the Transferred Companies, provided, however, that after the Closing Date, any amount in respect of which any director, officer, or employee of the Transferred Companies is entitled to be indemnified pursuant to Section 7.22(a) or this Section 7.22(b) shall be reduced by the portion of any claim for which the Parent or Acquiror is entitled to indemnification under Article X that such indemnified director, officer or employee is responsible for pursuant to Article X (in his or her capacity as an Indemnifying Party). (c) For the benefit of the Transferred Companies’ directors and officers’ liability insurance coverage, following the date of this Agreement, the Transferor Parties shall obtain an insurance and indemnification policy (the “D&O Insurance”) that provides providing coverage for a period of six (6) years from and after following the Closing Date for events occurring Date, with respect to any Person who is on the date hereof or at the Closing an officer or manager of the Company or any of its Subsidiaries in connection with such Person’s service as a manager or officer of the Company or any of its Subsidiaries at any time prior to the Closing. For a period of six (6) years after the Closing, Parent will not, and will not permit the Surviving Entity or its Subsidiaries to, take any action to amend (in a manner adverse to the beneficiary thereof) or terminate such policy and shall take all commercially reasonable steps, to cause the Surviving Entity and its Subsidiaries to maintain in effect such policy and shall not amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in each of the Company’s and its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of any pre-Closing Dateofficers or managers. The provisions of this Section 6.5 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other right to indemnification or contribution that any such Person may have by contract or otherwise. (db) In the event that any Person incurs Losses that are or would have been subject to coverage under an officers’ and directors’ liability insurance policy pursuant to Sections 6.5(a) and such policy terminated (but not due to a temporal expiration) or affords lesser coverage than is required by Sections 6.5 (a), in each case, as a result of the Acquiror or Parent’s failure to fulfill its obligations pursuant to Section 6.5(a), the Transferred Companies (i) consolidate with or merge into Parent and the Surviving Entity, jointly and severally, shall pay to such Persons such amounts and provide any other person and shall not be the continuing coverage or surviving corporation or entity of benefits as such consolidation or merger or (ii) transfer all or substantially all of their properties and assets Persons would have received pursuant to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.22policy. (ec) The obligations under this Section 7.22 shall not be terminated or modified in such a manner as to adversely affect any past or present directors, officers and employees of the Transferred Companies to whom this Section 7.22 applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 7.22 applies are express third party beneficiaries provisions of this Section 7.22). (f) The rights of 6.5 are intended to be for the benefit of, and will be enforceable by, each such directorPerson entitled to indemnification, officer his or her heirs and employee under this Section 7.22 shall be in addition to any rights such Person may have under the Organizational Documents of the Transferred Companies, his or under any applicable Laws or contractual indemnification rightsher representatives.

Directors Officers Indemnification and Insurance. (a) From The Parties agree that all rights to indemnification, exculpation and after the advancement of expenses for or in connection with acts or omissions occurring at any time prior to or on the Closing Date (including in connection with this Agreement and the transactions contemplated hereby) that now exist in favor of any Person who prior to or on the Closing Date is or was a current or former director, officer or manager of a Business Company, or who at the request of Parent or any of its Affiliates served prior to or on the Closing Date in connection with the Business as a director, officer, manager, employee, trustee or fiduciary of any other entity of any type (each, a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”) as provided in any agreement between a D&O Indemnified Party, on the one hand, and any Business Company, on the other hand (an “Indemnity Agreement”) or in the Organizational Documents of any Business Company, in each case, in effect as of the date hereof and to the extent made available to Buyer (collectively, the “D&O Provisions”) will survive the Closing and will continue in full force and effect for six years following the Closing Date. In furtherance of the foregoing, the Acquiror Buyer shall cause the Transferred Business Companies to honor and fulfill, in all respects, the obligations of the Business Companies with respect to indemnification or advancement of expenses pursuant to any D&O Provisions without termination, revocation, amendment or other modification that would adversely affect the rights thereunder of any D&O Indemnified Party. In addition, during the period commencing at the Closing and ending on the sixth anniversary of the Closing (the “Post-Closing Indemnification Period”), Buyer shall cause the Business Companies to cause the Organizational Documents of each Business Company to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Organizational Documents of the applicable Business Company as of the date of this Agreement, and, during the Post-Closing Indemnification Period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the generality of the foregoing, during the Post-Closing Indemnification Period, Buyer shall, and shall cause the Business Companies to, defend, indemnify and hold harmless, to the fullest extent permitted under by applicable Law, pursuant to indemnification agreements existing on the date hereof each D&O Indemnified Party from and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule or the Organizational Documents of the Transferred Companies in effect on the date hereof against any cost, fee and expense (including attorneys’ fees and the Acquiror and the Transferred Companies shall also advance expenses to the fullest extent required by the Organizational Documents of the Transferred Companies in effect on the date hereof; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationinvestigation expenses), each present judgment, fine, loss, claim, damages, liability and former director, officer and employee of any Transferred Company against any Losses incurred amount paid in settlement or compromise in connection with any ActionAction to the extent that such Action arises, arising directly or indirectly, out of or related pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such PersonD&O Indemnified Party’s service capacity as a director, officer manager, officer, employee or employee agent of any Transferred Business Company to the extent that such action or services performed by such Persons omission, or alleged action or omission, occurred prior to or at the request Closing or (ii) any of the transactions contemplated by this Agreement, except that if, at any Transferred Company at or time prior to the Closing Datesixth anniversary of the Closing, whether any D&O Indemnified Party delivers to Buyer a written notice asserting a claim for indemnification pursuant to this ‎Section 5.05, then the claim asserted or claimed prior to, at or after in such notice shall survive the sixth anniversary of the Closing Date, including the Transactions, until such claim is fully and including any expenses incurred in enforcing such Person’s rights under this Section 7.22. The indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule with any of the directors, officers or employees of the Transferred Companies shall continue in full force and effect in accordance with their terms following the Closing Date. (b) For not less than six (6) years from and after the Closing Date, the Organizational Documents of the Transferred Companies shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Transferred Companies for periods at or prior to the Closing Date than are currently set forth in the Organizational Documents of the Transferred Companies, provided, however, that after the Closing Date, any amount in respect of which any director, officer, or employee of the Transferred Companies is entitled to be indemnified pursuant to Section 7.22(a) or this Section 7.22(b) shall be reduced by the portion of any claim for which the Parent or Acquiror is entitled to indemnification under Article X that such indemnified director, officer or employee is responsible for pursuant to Article X (in his or her capacity as an Indemnifying Party)finally resolved. (c) For On the benefit Closing Date, Buyer shall, at its own cost, obtain and pay for a non-cancelable run-off insurance policy of not less than the Transferred Companies’ directors and officersexisting coverage amount, following the date of this Agreement, the Transferor Parties shall obtain an insurance and indemnification policy (the “D&O Insurance”) that provides coverage for a period of six (6) years from and after the Closing Date to provide insurance coverage for events events, acts or omissions occurring on or prior to the Closing DateDate for all of the D&O Indemnified Parties on or prior to the Closing Date (the “D&O Insurance”), which policy shall contain terms and conditions no less favorable to the insured persons than the directors’, managers’ or officers’ Liability coverage presently maintained by Parent on behalf of the Business Companies. If Buyer is unable to obtain the D&O Insurance, Parent (or its Affiliate) shall instead be entitled to procure the D&O Insurance, and the cost thereof shall be considered a “Transaction Expense” for purpose of this Agreement. (d) In Buyer shall not, and shall cause the Business Companies not to, settle, compromise or consent to the entry of any judgment in any threatened or actual Action relating to any acts or omissions covered under this ‎Section 5.05 (each a “‎Section 5.05 Claim”) for which indemnification and advancement could be sought by a D&O Indemnified Party hereunder, unless such settlement, compromise or judgment includes an unconditional release of such D&O Indemnified Party from all liability arising out of such Section 5.05 Claim or such D&O Indemnified Party otherwise consents in writing to such settlement, compromise or judgment. Buyer, its Subsidiaries and the D&O Indemnified Parties shall cooperate in the defense of any Section 5.05 Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The covenants contained in this ‎Section 5.05 are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other right to which a D&O Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. For a period of six years after the Closing Date, in the event that Buyer, any of the Acquiror Business Companies or the Transferred Companies any of their respective successors or assigns (i) consolidate consolidates with or merge merges into any other person Person and shall not be the continuing or surviving corporation corporation, company or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of their its properties and assets to any Person, then then, and in each such case, proper provision shall be made so that such continuing the successors, assigns or surviving corporation transferees of Buyer or entity or transferee any of such assetsthe Business Companies, as the case may be, shall assume succeed to the obligations set forth in this Section 7.22‎Section 5.05. (e) The obligations under this Section 7.22 shall not be terminated or modified in such a manner as to adversely affect any past or present directors, officers and employees of the Transferred Companies to whom this Section 7.22 applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 7.22 applies are express third party beneficiaries of this Section 7.22). (f) The rights of each such director, officer and employee under this Section 7.22 shall be in addition to any rights such Person may have under the Organizational Documents of the Transferred Companies, or under any applicable Laws or contractual indemnification rights.