Common use of D&O Insurance and Indemnification Clause in Contracts

D&O Insurance and Indemnification. (a) The Acquirors agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing Date, an officer or director of the Acquired Companies, as provided in the governing documents of the Acquired Companies, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.05(a) of the Seller Disclosure Schedules, shall survive the Closing and shall continue in full force and effect in accordance with their respective terms. (b) The Acquirors shall cause the Acquired Companies to (i) maintain in effect for a period of six years after the Closing Date, if available, the current policies of directors’ and officers’ liability insurance maintained thereby immediately prior to the Closing Date (provided that the Acquirors may substitute therefor policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events that occurred on or prior to the Closing Date (including in connection with the Transactions). (c) The obligations of the Acquirors under this Section 6.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.05 applies shall be third-party beneficiaries of this Section 6.05, each of whom may enforce the provisions of this Section 6.05). (d) In the event the Acquirors, any Acquired Company or any of 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 in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Acquirors or such Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.05.

D&O Insurance and Indemnification. (a) The Acquirors agree that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing Date, an officer or director of the Acquired CompaniesCompany, as provided in the governing documents of the Acquired Companies, Company Governing Documents or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.05(a) of the Seller Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Acquirors shall cooperate with the TDR Investor to cause the Acquired Companies Company to (i) maintain in effect for a period of six years after the Closing Date, if available, the current policies of directors’ and officers’ liability insurance maintained thereby by the Company immediately prior to the Closing Date (provided that the Acquirors Company may substitute therefor policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies Company when compared to the insurance maintained by the Acquired Companies Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired CompaniesCompany, in each case with respect to claims arising out of or relating to events that occurred on or prior to the Closing Date (including in connection with the Transactions). (c) The obligations of the Acquirors under this Section 6.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.05 applies shall be third-party beneficiaries of this Section 6.05, each of whom may enforce the provisions of this Section 6.05). (d) In the event the Acquirors, any Acquired the Company or any of 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 in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Acquirors or such Acquired Companiesthe Company, as the case may be, shall assume all of the obligations set forth in this Section 6.05.

D&O Insurance and Indemnification. Prior to the Effective Time, the Company shall obtain and fully pay for “tail” insurance policies (aproviding coverage for D&O Indemnified Persons at least equal to coverage currently provided in the Company’s policies) The Acquirors agree with a claims period of at least six (6) years from and after the Effective Time 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 and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions); provided, however, that the premium under such D&O Insurance shall not exceed three hundred percent (300%) of the amount per annum the Company paid in its last full fiscal year for D&O Insurance, which amount is set forth in Section 6.10(a) of the Company Disclosure Letter. Parent agrees that all rights to indemnification, advancement of expenses and indemnification or exculpation by the Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing Date, an officer or director directors and officers of the Acquired CompaniesCompany (collectively, “D&O Indemnified Persons”), as provided in the governing documents Company’s Organizational Documents in effect as of the Acquired Companies, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.05(a) of the Seller Disclosure Scheduleshereof, shall survive the Closing and shall continue in full force and effect in accordance with their respective terms. until the date that is the sixth (b6th) The Acquirors shall cause the Acquired Companies to (i) maintain in effect for a period anniversary of six years after the Closing Date, if availableand that Parent shall, and shall cause the current policies of directors’ Surviving Corporation to, perform and officers’ liability insurance maintained thereby immediately prior discharge the Company’s obligations to provide such indemnity and exculpation after the Closing Date (Closing. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and Parent and/or the Surviving Corporation shall advance expenses in connection with such indemnification as provided that in the Acquirors may substitute therefor policies of at least Company’s Organizational Documents, in each case, on the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies in such Organizational Documents as of the date hereof). The indemnification and liability limitation or exculpation provisions of the Company’s Organizational Documents, shall not be amended, repealed, or (ii) obtain otherwise modified by the Surviving Corporation after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing Date “tail” insurance policies with a claims period of six years from the Closing Date with or at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events that occurred on or any time prior to the Closing Date (including in connection with the Transactions)Date, were D&O Indemnified Persons, unless such modification is required under applicable Law. (c) The obligations of the Acquirors under this Section 6.05 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.05 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.05 applies shall be third-party beneficiaries of this Section 6.05, each of whom may enforce the provisions of this Section 6.05). (d) In the event the Acquirors, any Acquired Company or any of 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 in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Acquirors or such Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.05.