Common use of D&O Indemnity Clause in Contracts

D&O Indemnity. Buyer shall not, and shall cause the Alta Mesa Entities from and after Closing not to, amend, waive or otherwise modify the Organizational Documents of any Alta Mesa Entity to the extent such amendment, waiver or other modification does or would reasonably be expected to reduce, limit, terminate or otherwise modify (in any manner adverse to any of the Contributor’s Appointees, any Contributor or any of its respective Affiliates to the extent relating to the period prior to Closing) any obligation of Buyer or any of its Subsidiaries to indemnify pursuant to the Organizational Documents of the Alta Mesa Entities the Contributor’s Appointees, the Contributor or its Affiliates to the extent relating to periods prior to Closing. Buyer shall cause the Alta Mesa Entities to, effective as of the Closing Date, obtain and fully pay the premium for “tail” insurance policies that cover the existing directors and officers of the Alta Mesa Entities for a claims-reporting or discovery period of at least seven years from and after the Closing Date from an insurance carrier with the same or better credit rating as Alta Mesa’s existing directors’ and officers’ insurance carrier and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under Alta Mesa’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the Contributor’s Appointees by reason of his or her service as an officer or director of any Alta Mesa Entity at or prior to the Closing Date (including in connection with this Agreement or the Transactions); provided, however, that Alta Mesa may not, without Buyer’s written consent, spend more than 300% (the “D&O Cap Amount”) of the last annual premium paid by Alta Mesa prior to the Execution Date per year for such coverage under such tail policy; provided further that if the cost of such insurance exceeds the D&O Cap Amount, and the Alta Mesa Entities elect not to spend more than the D&O Cap Amount for such purposes, then the Alta Mesa Entities shall purchase as much coverage as is obtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer and the Alta Mesa Entities under this Section 6.5. From and after the Closing, in the event that Buyer 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 all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Buyer shall assume the obligations set forth in this Section 6.5. Buyer shall not sell, transfer, distribute or otherwise dispose of any of its assets in a manner that would reasonably be expected to render Buyer unable to satisfy their obligations under this Section 6.5.

D&O Indemnity. Buyer Parent and Merger Sub agree that all rights to indemnification, exculpation, and advancement of expenses for acts or omissions occurring prior to the Closing Date now existing in favor of the current or former managers, directors, officers, members or employees of any of the Company Entities (collectively, the “Company Indemnitees”) as provided as of the Execution Date in the Organizational Documents of the Company Entities (including, without limitation, the Company LLC Agreement notwithstanding the Company Merger) shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing Date. Parent and Merger Sub shall not, and shall cause the Alta Mesa Entities from and after Closing their respective Subsidiaries not to, repeal, amend, waive or otherwise modify the Organizational Documents such rights to indemnification, exculpation, and advancement of any Alta Mesa Entity to the extent such amendment, waiver or other modification does or would reasonably be expected to reduce, limit, terminate or otherwise modify (expenses in any manner adverse to any that would adversely affect the rights of the Contributor’s Appointees, any Contributor Company Indemnitees thereunder. Parent or any of its respective Affiliates to the extent relating to the period prior to Closing) any obligation of Buyer or any of its Subsidiaries to indemnify pursuant to the Organizational Documents of the Alta Mesa Entities the Contributor’s Appointees, the Contributor or its Affiliates to the extent relating to periods prior to Closing. Buyer shall cause the Alta Mesa Entities toMerger Sub shall, effective as of the Closing Date, obtain and fully pay the premium for “tail” insurance policies that cover the existing directors and officers of the Alta Mesa Company Entities for a claims-reporting or discovery period of at least seven six years from and after the Closing Date from an insurance carrier with the same or better credit rating as Alta MesaCompany’s existing directors’ and officers’ insurance carrier and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under Alta MesaCompany’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the Contributor’s Appointees existing directors or officers of the Company Entities by reason of his or her service as an a director or officer or director of any Alta Mesa Company Entity at or prior to the Closing Date (including in connection with this Agreement or the Transactions); provided, however, that Alta Mesa may not, without Buyer’s written consent, Parent and Merger Sub shall not be required to spend more than 300% (the “D&O Cap Amount”) of the last annual premium paid by Alta Mesa Company prior to the Execution Date per year for such coverage under such tail policy; provided further that if the cost of such insurance exceeds the D&O Cap Amount, and the Alta Mesa Entities Parent and Merger Sub elect not to spend more than the D&O Cap Amount for such purposes, then the Alta Mesa Entities Parent or Merger Sub shall purchase as much coverage as is obtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer Parent and the Alta Mesa Entities Merger Sub with respect to such tail policy under this Section 6.56.4. From and after the Closing, in the event that Buyer Parent or Merger Sub or any of its their respective 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 all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Buyer Parent or Merger Sub, as applicable, shall assume the obligations set forth in this Section 6.5. Buyer shall not sell, transfer, distribute or otherwise dispose of any of its assets in a manner that would reasonably be expected to render Buyer unable to satisfy their obligations under this Section 6.56.4.

D&O Indemnity. Buyer shall not, and shall cause the Alta Mesa Royal Entities from and after Closing not to, amend, waive or otherwise modify the Organizational Documents of any Alta Mesa Royal Entity to the extent such amendment, waiver or other modification does or would reasonably be expected to reduce, limit, terminate or otherwise modify (in any manner adverse to any of the Contributor’s Contributors’ Appointees, any Contributor or any of its respective Affiliates to the extent relating to the period prior to Closing) any obligation of Buyer or any of its Subsidiaries to indemnify pursuant to the Organizational Documents of the Alta Mesa Royal Entities the Contributor’s Contributors’ Appointees, the Contributor Contributors or its their respective Affiliates to the extent relating to periods prior to Closing. Buyer shall cause the Alta Mesa Royal Entities to, effective as of the Closing Date, obtain and fully pay the premium for “tail” insurance policies that cover the existing directors and officers of the Alta Mesa Royal Entities for a claims-reporting or discovery period of at least seven six years from and after the Closing Date from an insurance carrier with the same or better credit rating as Alta Mesa’s existing directors’ and officers’ insurance carrier and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under Alta Mesa’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the Contributor’s Contributors’ Appointees by reason of his or her service as an officer or director of any Alta Mesa Royal Entity at or prior to the Closing Date (including in connection with this Agreement or the Transactions); provided, however, that Alta Mesa may not, without Buyer’s written consent, Buyer shall not be required to cause the Royal Entities to spend more than 300% of the annual premiums currently paid by Buyer for Buyer’s existing directors’ and officers’ liability insurance policy (the “D&O Cap Amount”) of the last annual premium paid by Alta Mesa prior to the Execution Date per year for such coverage under such tail policy); provided further that if the cost of such insurance exceeds the D&O Cap Amount, and the Alta Mesa Entities elect not to spend more than the D&O Cap Amount for such purposes, then the Alta Mesa Royal Entities shall purchase as much coverage as is obtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer and the Alta Mesa Royal Entities under this Section 6.5. From and after the Closing, in the event that Buyer 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 all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Buyer shall assume the obligations set forth in this Section 6.5. Buyer shall not sell, transfer, distribute or otherwise dispose of any of its assets in a manner that would reasonably be expected to render Buyer unable to satisfy their obligations under this Section 6.5.

D&O Indemnity. Buyer shall not(a) The parties hereto agree that all rights to indemnification, advancement of expenses and shall cause the Alta Mesa Entities exculpation from and after Closing not to, amend, waive liability for or otherwise modify the Organizational Documents of in connection with acts or omissions occurring at any Alta Mesa Entity to the extent such amendment, waiver or other modification does or would reasonably be expected to reduce, limit, terminate or otherwise modify (in any manner adverse to any of the Contributor’s Appointees, any Contributor or any of its respective Affiliates to the extent relating to the period time prior to Closing) any obligation of Buyer or any of its Subsidiaries to indemnify pursuant to the Organizational Documents of the Alta Mesa Entities the Contributor’s Appointees, the Contributor or its Affiliates to the extent relating to periods prior to Closing. Buyer shall cause the Alta Mesa Entities to, effective as of the Closing Date, obtain and fully pay the premium for “tail” insurance policies that cover the existing directors and officers of the Alta Mesa Entities for a claims-reporting or discovery period of at least seven years from and after the Closing Date from an insurance carrier with the same or better credit rating as Alta Mesa’s existing directors’ and officers’ insurance carrier and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under Alta Mesa’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the Contributor’s Appointees by reason of his or her service as an officer or director of any Alta Mesa Entity at or prior to on the Closing Date (including in connection with this Agreement or and the Transactionstransactions contemplated hereunder); provided, however, that Alta Mesa may notnow exist in favor of any Person who prior to or on the Closing Date is or was a current or former director, manager, officer or employee of a Transferred Entity, or who at the request of Seller or any of its Affiliates served prior to or on the Closing Date in connection with the Business as a director, officer, member, manager, employee, trustee or fiduciary of any other entity of any type (each, a “D&O Indemnified Person”), as provided in the Organizational Documents of a Transferred Entity, or in any Contract between a D&O Indemnified Person and a Transferred Entity listed on Schedule 6.12(a) (an “Indemnity Agreement”), will survive the Closing and will continue in full force and effect for six (6) years following the Closing Date. In furtherance of the foregoing, for the six (6) year period following the Closing Date, Purchaser will cause the Transferred Entities to, and the Transferred Entities shall (i) maintain in the Organizational Documents of each of the Transferred Entities provisions with respect to indemnification, advancement of expenses and exculpation from liability that in each such respect are at least as favorable to each D&O Indemnified Person as those contained in each Transferred Entity’s respective Organizational Documents, as applicable, as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any D&O Indemnified Person and (ii) continue each Indemnity Agreement without Buyertermination, revocation, amendment or other modification that would adversely affect the rights thereunder of any D&O Indemnified Person. (b) At or prior to the Closing, Seller shall purchase, at Seller’s written consentexpense, spend more (i) run-off coverage for the D&O Indemnified Persons, which shall provide such D&O Indemnified Persons with coverage for six (6) years following the Closing in an amount not less than 300% the existing coverage and that shall have other terms no less favorable to the insured persons that the directors’ and officers’ liability insurance coverage presently maintained by the Seller (the “D&O Cap AmountTail Policy”) of the last annual premium paid by Alta Mesa prior ). The aggregate liability to the Execution Date per year for such coverage under such tail policy; provided further that if the cost of such insurance exceeds the D&O Cap Amount, and the Alta Mesa Entities elect not to spend more than the D&O Cap Amount for such purposes, then the Alta Mesa Entities shall purchase as much coverage as is obtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer and the Alta Mesa Entities Purchaser under this Section 6.5. From and after 6.12 to all D&O Indemnified Persons shall be limited to any recovery under the Closing, in the event that Buyer D&O Tail Policy. (c) If any Transferred Entity (or any of its successors or assigns assigns) (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any Personother Person (including by dissolution, liquidation, assignment for the benefit of creditors or similar action), then, and in each such case, proper provisions shall provision will be made so that the successors and assigns of Buyer shall assume such other Person fully assumes the obligations set forth in this Section 6.56.12. (d) The provisions of this Section 6.12 will survive the Closing. Buyer shall not sellThis Section 6.12 will be for the irrevocable benefit of, transferand will be enforceable by, distribute each D&O Indemnified Person and his or her respective heirs, executors, administrators, estates, successors and assigns, and each such Person will be an express intended third party beneficiary of this Agreement for such purposes. With respect to any right to indemnification or advancement for actual or claimed acts or omissions occurring prior to or on the Closing Date (including in connection with this Agreement and the transactions contemplated hereby), each Transferred Entity, as applicable, will be the indemnitor of first resort (for the avoidance of doubt, only insofar as recovery under the D&O Tail Policy is available), responsible for all such indemnification and advancement that any D&O Indemnified Person may otherwise dispose have from any direct or indirect, current or former stockholder or equityholder of any of its assets in a manner that would reasonably be expected the Transferred Entities (or any current or former Affiliate of such stockholder or equityholder) and without right to render Buyer unable to satisfy their obligations under this Section 6.5seek or obtain subrogation, indemnity or contribution.

D&O Indemnity. Buyer shall not, and shall cause the Alta Mesa Entities Company from and after Closing not to, amend, waive or otherwise modify the Organizational Documents of any Alta Mesa Entity the Company to the extent such amendment, waiver or other modification does or would reasonably be expected to reduce, limit, terminate or otherwise modify (in any manner adverse to any of the Contributor’s Contributor Appointees, any Contributor or any of its respective Affiliates to the extent relating to the period prior to Closing) any obligation of Buyer or any of its Subsidiaries to indemnify pursuant to the Organizational Documents of the Alta Mesa Entities Company the Contributor’s Contributor Appointees, the Contributor or its Affiliates to the extent relating to periods prior to Closing. Buyer shall cause the Alta Mesa Entities Company to, effective as of the Closing Date, obtain and fully pay the premium for “tail” insurance policies that cover the Company’s existing directors and officers of the Alta Mesa Entities for a claims-reporting or discovery period of at least seven six years from and after the Closing Date from an insurance carrier with the same or better credit rating as Alta Mesathe Company’s existing directors’ and officers’ insurance carrier and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under Alta Mesathe Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the Contributor’s Contributor Appointees by reason of his or her service as an officer or director of any Alta Mesa Entity the Company at or prior to the Closing Date (including in connection with this Agreement or the Transactions); provided, however, that Alta Mesa may not, without Buyer’s written consent, the Company shall not be required to spend more than 300% (the “D&O Cap Amount”) of the last annual premium paid by Alta Mesa the Company prior to the Execution Date per year for such coverage under such tail policy; provided further provided, further, that if the cost of such insurance exceeds the D&O Cap Amount, and the Alta Mesa Entities elect Company elects not to spend more than the D&O Cap Amount for such purposespurpose, then the Alta Mesa Entities Company shall purchase as much coverage as is obtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer and the Alta Mesa Entities Company under this Section 6.56.6. From and after the Closing, in the event that Buyer 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 all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Buyer shall assume the obligations set forth in this Section 6.56.6. Buyer shall not sell, transfer, distribute or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Buyer unable to satisfy their obligations under this Section 6.56.6.

D&O Indemnity. Buyer shall not, and shall cause the Alta Mesa Entities Acquired Companies from and after Closing not to, amend, waive or otherwise modify the Organizational Charter Documents of any Alta Mesa Entity Acquired Company to the extent such amendment, waiver or other modification does or would could reasonably be expected to reduce, limit, terminate or otherwise modify (in any manner adverse to any of the Contributor’s Sellers Appointees, any Contributor Seller or any of its respective Affiliates to the extent relating to the period prior to Closing) any obligation of Buyer or any of its Subsidiaries Affiliates to indemnify pursuant to the Organizational Charter Documents of any Acquired Company the Alta Mesa Entities the Contributor’s Sellers Appointees, the Contributor Sellers or its their respective Affiliates to the extent relating to periods prior to Closing. Buyer shall cause the Alta Mesa Entities Acquired Companies to, effective as of the Closing Date, obtain and fully pay the premium for “tail” insurance policies that cover the existing directors and officers extension of the Alta Mesa Entities liability coverage of the Acquired Companies’ existing directors’ and officers’ insurance policy described in Schedule 5.4 for a claims-claims reporting or discovery period of at least seven six years from and after the Closing Date from an insurance carrier with the same or better credit rating as Alta Mesa’s existing directorsthe Acquired Companies’ and officers’ current insurance carrier and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under Alta Mesa’s the Acquired Companies’ existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against any of the Contributor’s Sellers Appointees by reason of his or her service as an officer or director of any Alta Mesa Entity Acquired Company at or prior to the Closing Date (including in connection with this Agreement or the Transactionstransactions contemplated hereby); provided, however, that Alta Mesa may not, without Buyer’s written consent, spend more than 300% (the “D&O Cap Amount”) of the last annual premium paid by Alta Mesa prior to the Execution Date per year for such coverage under such tail policy; provided further that if the cost of such insurance exceeds the D&O Cap Amount, and the Alta Mesa Entities elect not to spend more than the D&O Cap Amount for such purposes, then the Alta Mesa Entities shall purchase as much coverage as is obtainable for the D&O Cap Amount which shall satisfy the obligations of Buyer and the Alta Mesa Entities under this Section 6.5. From and after the Closing, in the event that Buyer 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 all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Buyer shall assume the obligations set forth in this Section 6.5. Buyer shall not sell, transfer, distribute or otherwise dispose of any of its assets in a manner that would reasonably be expected to render Buyer unable to satisfy their obligations under this Section 6.5.