Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of HFP or any of its Subsidiaries (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of HFP or any of its Subsidiaries or (ii) this Agreement, the Option Agreement or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation shall, and Xxxxxx shall cause the Surviving Corporation to, indemnify and hold harmless, as and to the extent presently provided in the HFP Charter, the HFP Bylaws and the indemnification agreements entered into by HFP as of the date hereof, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and Xxxxxx, after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) neither Xxxxxx nor the Surviving Corporation shall be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Xxxxxx fails or elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Xxxxxx and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them and Xxxxxx after consultation with Xxxxxx, and Xxxxxx shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Xxxxxx shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to a single firm of local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Xxxxxx, that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Xxxxxx shall be obligated to pay for such separate counsel reasonably satisfactory to the Indemnified Parties, (C) neither Xxxxxx nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) neither Xxxxxx nor the Surviving Corporation shall have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Xxxxxx shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.9, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Xxxxxx thereof, in writing, provided that the failure to so notify shall not affect the obligations of Xxxxxx under this Section 6.9 except to the extent such failure to notify materially prejudices Xxxxxx. Xxxxxx'x obligations under this Section 6.9 shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, Xxxxxx or the Surviving Corporation shall cause the individuals serving as officers and directors of HFP, its Subsidiaries or any entity specified in Section 3.5 of the HFP Schedule immediately prior to the Effective Time to be covered for a period of six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by a directors' and officers' liability insurance policy maintained or purchased by Xxxxxx (provided that Xxxxxx may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Xxxxxx be required to expend more than 250% of the current amount expended by HFP (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Xxxxxx is unable to maintain or obtain the insurance called for in this Section 6.9(b), Xxxxxx shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount. (c) In the event Xxxxxx or any of its successors or assigns (i) consolidates with or merges into any other 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 and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Xxxxxx assume the obligations set forth in this section. (d) The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of HFP Star, Firstar, Foxtrot (DE) or any of its Subsidiaries their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of HFP Star, Firstar, Foxtrot (DE) or any of its their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreement Agreements or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation shall, and Xxxxxx Foxtrot (DE) shall cause the Surviving Corporation to, indemnify and hold harmless, as and to the fullest extent presently provided in the HFP Charter, the HFP Bylaws and the indemnification agreements entered into permitted by HFP as of the date hereoflaw, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and XxxxxxFoxtrot (DE), after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) neither Xxxxxx nor the Surviving Corporation Foxtrot (DE) shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Xxxxxx Foxtrot (DE) fails or elects not to assume such defense, defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Xxxxxx Foxtrot (DE) and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them and Xxxxxx after consultation with XxxxxxFoxtrot (DE), and Xxxxxx Foxtrot (DE) shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Xxxxxx Foxtrot (DE) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to a single firm of local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with XxxxxxFoxtrot (DE), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Xxxxxx Foxtrot (DE) shall be obligated to pay for such separate counsel reasonably satisfactory to the Indemnified Partiescounsel, (C) neither Xxxxxx nor the Surviving Corporation Foxtrot (DE) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) neither Xxxxxx nor the Surviving Corporation Foxtrot (DE) shall have any no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Xxxxxx Foxtrot (DE) shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.96.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Xxxxxx Foxtrot (DE) thereof, in writing, provided that the failure to so notify shall not affect the obligations of Xxxxxx Foxtrot (DE) under this Section 6.9 6.10 except to the extent such failure to notify materially prejudices XxxxxxFoxtrot (DE). Xxxxxx'x Foxtrot (DE)'s obligations under this Section 6.9 6.10 shall continue in full force and effect for a period of six years from the Effective TimeTime (or the period of the applicable statute of limitations, if longer); provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, Xxxxxx or the Surviving Corporation parties shall cause Foxtrot (DE) to cause the individuals serving as officers and directors of HFPStar and Firstar, its their respective Subsidiaries or any entity specified in Section 3.5 of the HFP Star Disclosure Schedule or the Firstar Disclosure Schedule immediately prior to the Effective Time to be covered for a period of for six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by a the directors' and officers' liability insurance policy policies maintained or purchased by Xxxxxx Star and Firstar, as applicable (provided that Xxxxxx Foxtrot (DE) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Xxxxxx Foxtrot (DE) be required to expend more than 250200% of the current amount expended by HFP Star and Firstar (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Xxxxxx Foxtrot (DE) is unable to maintain or obtain the insurance called for in this Section 6.9(b6.10(b), Xxxxxx Foxtrot (DE) shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount). (c) In the event Xxxxxx Foxtrot (DE) or any of its successors or assigns (i) consolidates with or merges into any other 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 and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Xxxxxx Foxtrot (DE) assume the obligations set forth in this section. (d) The provisions of this Section 6.9 6.10 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of HFP Star, Firstar, Firstar (WI), Merger Sub or any of its Subsidiaries their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of HFP Star, Firstar, Firstar (WI), Merger Sub or any of its their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreement Agreements or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation shall, and Xxxxxx Firstar (WI) shall cause the Surviving Corporation to, indemnify and hold harmless, as and to the fullest extent presently provided in the HFP Charter, the HFP Bylaws and the indemnification agreements entered into permitted by HFP as of the date hereoflaw, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, ; and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and XxxxxxFirstar (WI), after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, providedPROVIDED, howeverHOWEVER, that by virtue of the obligations herein set forth, (A) neither Xxxxxx nor the Surviving Corporation Firstar (WI) shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Xxxxxx Firstar (WI) fails or elects not to assume such defense, defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Xxxxxx Firstar (WI) and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them and Xxxxxx after consultation with XxxxxxFirstar (WI), and Xxxxxx Firstar (WI) shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Xxxxxx Firstar (WI) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to a single firm of local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with XxxxxxFirstar (WI), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Xxxxxx Firstar (WI) shall be obligated to pay for such separate counsel reasonably satisfactory to the Indemnified Partiescounsel, (C) neither Xxxxxx nor the Surviving Corporation Firstar (WI) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) neither Xxxxxx nor the Surviving Corporation Firstar (WI) shall have any no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Xxxxxx Firstar (WI) shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.96.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Xxxxxx Firstar (WI) thereof, in writing, provided that the failure to so notify shall not affect the obligations of Xxxxxx Firstar (WI) under this Section 6.9 6.10 except to the extent such failure to notify materially prejudices XxxxxxFirstar (WI). Xxxxxx'x Firstar (WI)'s obligations under this Section 6.9 6.10 shall continue in full force and effect for a period of six years from the Effective TimeTime (or the period of the applicable statute of limitations, if longer); providedPROVIDED, howeverHOWEVER, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, Xxxxxx or the Surviving Corporation parties shall cause Firstar (WI) to cause the individuals serving as officers and directors of HFPStar and Firstar, its their respective Subsidiaries or any entity specified in Section 3.5 of the HFP Star Disclosure Schedule or the Firstar Disclosure Schedule immediately prior to the Effective Time to be covered for a period of for six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by a the directors' and officers' liability insurance policy policies maintained or purchased by Xxxxxx Star and Firstar, as applicable (provided PROVIDED that Xxxxxx Firstar (WI) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; providedPROVIDED, howeverHOWEVER, that in no event shall Xxxxxx Firstar (WI) be required to expend more than 250200% of the current amount expended by HFP Star and Firstar (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Xxxxxx Firstar (WI) is unable to maintain or obtain the insurance called for in this Section 6.9(b6.10(b), Xxxxxx Firstar (WI) shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount). (c) In the event Xxxxxx Firstar (WI) or any of its successors or assigns (i) consolidates with or merges into any other 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 and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Xxxxxx Firstar (WI) assume the obligations set forth in this section. (d) The provisions of this Section 6.9 6.10 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of HFP or any of its Subsidiaries (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of HFP or any of its Subsidiaries or (ii) this Agreement, the Option Agreement or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate From and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Surviving Corporation shallCompany and each Subsidiary shall indemnify, and Xxxxxx shall cause the Surviving Corporation to, indemnify defend and hold harmless, as and harmless the individuals who at any time prior to the extent presently provided in the HFP CharterEffective Time were directors or officers of any HSE Group Entity (collectively, the HFP Bylaws “Indemnitees”) with respect to all acts or omissions by them in their capacities as such and the indemnification agreements entered into by HFP as of the date hereof, each such Indemnified Party against any losses, all Losses claims, damages, liabilities, costs, and expenses (including reasonable attorney's attorneys’ fees and expenses), judgments, fines fines, Losses, and amounts paid in settlement in connection with any such actual or threatened or actual claims, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (and regardless of whether any claim is asserted or arising before claimed prior to, at or after the Effective Time) (each a “Claim”) to the fullest extent (A) required by HSE Charter Documents or any Employment Agreement as in effect on the date of this Agreement and (B) permitted under applicable Law. Without limiting the foregoing, in the event any Indemnitee becomes involved in any capacity in any Claim then from and after the Effective Time, the Surviving Company shall periodically advance to such Indemnitee its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith) promptly after statements therefore are received (unless the Surviving Company shall elect to defend such Claim), subject to the provision by such Indemnitee of any undertaking to reimburse the amounts so advanced in the event of final non-appealable determination by a court of competent jurisdiction that such Indemnitee is not entitled thereto; and Xxxxxx, after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) neither Xxxxxx nor the Surviving Corporation shall be liable to Company nor any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Xxxxxx fails or elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Xxxxxx and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them and Xxxxxx after consultation with Xxxxxx, and Xxxxxx shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Xxxxxx shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to a single firm of local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Xxxxxx, that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Xxxxxx shall be obligated to pay for such separate counsel reasonably satisfactory to the Indemnified Parties, (C) neither Xxxxxx nor the Surviving Corporation Subsidiary thereof shall be liable for any settlement effected without its the prior written consent (which consent shall not be unreasonably withheld) and (D) neither Xxxxxx nor of the Surviving Corporation shall have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party Company. Notwithstanding anything in the manner contemplated hereby is prohibited by applicable law. Xxxxxx shall, this Section 5.6 to the fullest extent permitted contrary, in no event shall the Surviving Company or any Subsidiary thereof be obligated to indemnify any Indemnitee for any Claim incurred by law, advance expenses to such Indemnified Parties prior to final disposition an Indemnitee arising from any claim by an equity holder of any claim, suit, proceedingHSE Group Entity, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.9employee, upon learning of any such claimpartner, actionfiduciary, suit, proceeding officer or investigation, shall promptly notify Xxxxxx agent thereof, in writing, provided that the failure to so notify shall not affect the obligations of Xxxxxx under this Section 6.9 except to the extent such failure to notify materially prejudices Xxxxxx. Xxxxxx'x obligations under this Section 6.9 shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim. (b) From and after the Effective Time, Xxxxxx or the Surviving Corporation shall cause the individuals serving as officers and directors of HFP, its Subsidiaries or any entity specified in Section 3.5 of the HFP Schedule immediately prior The Indemnitees to the Effective Time to be covered for a period of six (6) years from the Effective Time (or the period of the applicable statute of limitations, if longer) by a directors' and officers' liability insurance policy maintained or purchased by Xxxxxx (provided that Xxxxxx may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than either of such policies) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Xxxxxx be required to expend more than 250% of the current amount expended by HFP (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Xxxxxx is unable to maintain or obtain the insurance called for in whom this Section 6.9(b), Xxxxxx shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount. (c) In the event Xxxxxx or any of its successors or assigns (i) consolidates with or merges into any other 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 and assets to any person, then, and in each such case, to the extent necessary, proper provision 5.6 applies shall be made so that the successors and assigns third party beneficiaries of Xxxxxx assume the obligations set forth in this section. (d) Section 5.6. The provisions of this Section 6.9 5.6 are intended to be for the benefit of, of and shall be enforceable byby each Indemnitee, each Indemnified Party and his or her heirs and his or her representatives. This Section 5.6 shall be binding on the Surviving Company and its successors and assigns.