D&O Indemnification; Insurance. (a) From and after the Closing until the sixth anniversary of the Closing Date, Buyer shall, and shall cause each of the Company Entities to, indemnify and hold harmless each present and former director, manager and officer of the Company Entities (each, a “D&O Indemnified Party”) against any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the applicable Company Entity would have been permitted under any Applicable Law and its respective Organizational Documents in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under Applicable Law). Without limiting the foregoing, Buyer shall, and shall cause each of the Company Entities, (i) to maintain, for a period of not less than six years from the Closing Date, provisions in their respective Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company Entities’ respective former and current officers, directors and managers that are no less favorable to those Persons than the provisions of the Organizational Documents of the applicable Company Entity, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by any Applicable Law.
D&O Indemnification; Insurance. Prior to the Closing, Seller shall acquire, at Seller’s sole cost and expense, a director and officer liability run-off policy or extended reporting coverage (i.e., “tail coverage”), which shall provide coverage for a period of six (6) years commencing immediately after the Closing for the individuals who were officers or directors of the Company or any of its Subsidiaries prior to the Closing comparable to the coverage provided as of the date hereof under the policy or policies maintained by or for the Company or any of its Subsidiaries for the benefit of such individuals. Section 4.11
D&O Indemnification; Insurance. (a) From and after the Closing Date until six (6) years from the Closing Date, Buyer shall or shall cause each Transferred Company to indemnify, defend and hold harmless to the fullest extent permitted under Law, the individuals or entities who on or prior to the Closing Date were directors, officers, managers or general or limited partners of any Transferred Company with respect to any threatened, pending or completed action, suit or proceeding arising out of any acts or omissions by them in their capacities as such or taken at the request of such Transferred Company at any time on or prior to the Closing Date against expenses (including attorneys’ fees) by such individual or entity in connection with such action, suit or proceeding. In addition, Buyer shall or shall cause each Transferred Company to pay or reimburse any reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket attorneys’ fees) of any officers, directors or general or limited partners entitled to indemnification hereunder in advance of the final disposition of such action, suit or proceeding to the fullest extent permitted under applicable Law, provided that the person or entity to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law.
D&O Indemnification; Insurance. (a) From and after the Closing Date, Buyer will indemnify and hold harmless each officer and director of the Company and Company Subsidiaries as of the Closing Date to the fullest extent permitted under applicable law, the organizational documents of the Company or any Company Subsidiary, as applicable, and any agreement effective as of the date of this Agreement between any such officer or director and the Company or any Company Subsidiary, in each case, in respect of acts or omissions occurring on or prior to the Closing Date.
D&O Indemnification; Insurance. (a) Buyer agrees that (i) the governing and organizational documents of each Target Company immediately after the Closing shall contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable with respect to pre-Closing matters to the D&O Indemnitees as those provisions that are set forth in the governing documents of such Target Company, respectively, on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years following the Closing in any manner that would adversely affect the rights thereunder of D&O Indemnitees with respect to pre-Closing matters, unless such modification is required by Law, and (ii) all rights to indemnification as provided in any indemnification agreements set forth on Schedule 6.7(a) with any current or former directors, managers or officers of such Target Company as in effect as of the date hereof with respect to matters occurring at or prior to the Closing shall survive the Closing.
D&O Indemnification; Insurance. (a) Purchaser agrees that the transactions contemplated by this Agreement shall not affect or diminish, and from and after the Closing, Purchaser shall cause each of the Company and the Subsidiaries not to make any changes to their respective organizational documents that would adversely affect or diminish, any of the Company’s or the Subsidiaries’ duties and obligations of indemnification existing as of the Closing Date in favor of directors or officers of the Company and the Subsidiaries (as of the date of this Agreement) arising by virtue of the organizational documents of the Company and the Subsidiaries in the form in effect at the date of this Agreement or under any Contract listed on Schedule 8.9(a), and such duties and obligations shall be honored by Purchaser, the Company and the Subsidiaries for no less than six (6) years from the Closing Date.
D&O Indemnification; Insurance. (a) Purchaser agrees that from the Closing and for a period of six (6) years thereafter, Purchaser shall assume all of Seller's and/or its Subsidiaries' duties and obligations of indemnification or exculpation existing as of the Closing Date in favor of employees, agents, directors, officers, partners, managing members or members of such Transferred Entity arising by virtue of such Transferred Entity's or any of its Subsidiaries' certificate of incorporation or by-laws in the form in effect at the date of this Agreement or arising by operation of law or arising by virtue of any contract, resolution or other agreement or document (including any partnership or limited liability company agreement) existing at the date of this Agreement, and such duties and obligations shall continue in full force and effect and be honored by Purchaser (and Purchaser shall cause such Transferred Entity to honor them) for so long as they would (but for the transactions hereby) otherwise survive and continue in full force and effect.
D&O Indemnification; Insurance. (a) Buyer agrees that all rights to exculpation, indemnification and advancement of expenses pursuant to the Constituent Documents of the Company and its Subsidiaries for acts or omissions occurring on or prior to the Closing Date, whether (i) asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), (ii) now existing or (iii) arising prior to Closing, in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, officer, employee or other fiduciary of the Company or any of its Subsidiaries (each, a “D&O Indemnified Person”) shall survive the Closing Date and the consummation of the transactions contemplated hereby and remain in full force and effect. For a period of six (6) years after the Closing Date, Buyer shall not permit the Company or any of its Subsidiaries to, amend, repeal or modify in a manner adverse to a D&O Indemnified Person any provision in the Constituent Documents of the Company or any of its Subsidiaries relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless, and only to the extent, required by applicable Law, it being the intent of the Parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law. 105
