Common use of Directors & Officers Insurance; Indemnification Clause in Contracts

Directors & Officers Insurance; Indemnification. Prior to the Closing, and pursuant to the Interim Spending Plan, the Company shall obtain an irrevocable “tail” insurance policy naming the officers and directors of the Company as direct beneficiaries (the “D&O Indemnified Persons”) 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 existing policies with respect to matters existing or occurring at or prior to the Closing Date (the “D&O Tail Policy”). The Company shall, and ParentCo shall use its reasonable best efforts to cause the Company to, maintain the D&O Tail Policy in effect for six (6) years from the Closing Date. The provisions of this Section 8.15 are (i) intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Directors & Officers Insurance; Indemnification. ‌ Prior to the Closing, and pursuant the Company may, to the Interim Spending Planextent available at commercially reasonable rates, the Company shall obtain an irrevocable “"tail” " insurance policy naming the officers and directors of the Company as direct beneficiaries (the “"D&O Indemnified Persons”") 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 '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 's existing policies with respect to matters existing or occurring at or prior to the Closing Date (the “"D&O Tail Policy”"). The Company shallFrom and after the Effective Time, and ParentCo the Resulting Issuer shall use its commercially reasonable best efforts to cause the Company to, maintain the D&O Tail Policy in effect for six (6) years from the Closing DateDate to the extent available at commercially reasonable rates. The provisions of this Section 8.15 8.14 are (i) intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Directors & Officers Insurance; Indemnification. Prior to the Closing, and pursuant the Company may, to the Interim Spending Planextent available at commercially reasonable rates, the Company shall obtain an irrevocable “tail” insurance policy naming the officers and directors of the Company as direct beneficiaries (the “D&O Indemnified Persons”) 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 existing policies with respect to matters existing or occurring at or prior to the Closing Date (the “D&O Tail Policy”). The Company shallFrom and after the Effective Time, and ParentCo the Resulting Issuer shall use its commercially reasonable best efforts to cause the Company to, maintain the D&O Tail Policy in effect for six (6) years from the Closing DateDate to the extent available at commercially reasonable rates. The provisions of this Section 8.15 8.14 are (i) intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Directors & Officers Insurance; Indemnification. ‌ Prior to the Closing, and pursuant to the Interim Spending Plan, the Company shall obtain an irrevocable “tail” insurance policy naming the officers and directors of the Company as direct beneficiaries (the “D&O Indemnified Persons”) 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 existing policies with respect to matters existing or occurring at or prior to the Closing Date (the “D&O Tail Policy”). The Company shall, and ParentCo shall use its reasonable best efforts to cause the Company to, maintain the D&O Tail Policy in effect for six (6) years from the Closing Date. After Closing, GGB shall use its reasonable best efforts to cause the Company to maintain the D&O Tail Policy in effect. The provisions of this Section 8.15 are (i) intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.