D&O Exculpation and Indemnity Clause Samples

D&O Exculpation and Indemnity. (a) Buyer acknowledges and agrees that, to the fullest extent permitted under applicable Laws, all rights to exculpation, indemnification and advancement of expenses for acts or omissions of current or former directors, managers, officers, employees or fiduciaries of the Group Companies (collectively, the “Covered Persons”) occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, as provided in the Group Companies’ Organizational Documents, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect. For a period of six (6) years following the Closing, to the fullest extent permitted under applicable Law, Buyer shall, and shall cause the Group Companies to, maintain in effect any and all such exculpation, indemnification and advancement of expenses provisions in effect as of the date of this Agreement (and with respect to any Group Companies to be formed following the date hereof, all such exculpation, indemnification and advancement of expenses provisions in effect as of immediately prior to consummation of the Pre-Closing Restructuring) and, to the fullest extent permitted under applicable Law, shall not, and shall cause the Group Companies not to, repeal, terminate or modify any such provisions in any manner that would adversely affect the rights thereunder of any Person who immediately before the Closing was a Covered Person; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. To the fullest extent permitted by applicable Law, Buyer shall, and shall cause the Group Companies to, honor all of the Group Companies’ obligations to indemnify (including any obligations to advance funds for expenses; provided, however, that the Covered Person to whom expenses are advanced provides an undertaking consistent with applicable Law and the terms of the Organizational Documents of the applicable Group Company (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Covered Person is not entitled to indemnification) the Covered Persons for acts or omissions by such Covered Persons (to the extent such obligation to indemnify arises in whole or in part out of, or pertains or relates to, such Covered Person serving or having served as a...