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

D&O Insurance; Indemnification of Officers and Directors. (a) If the Closing occurs, the Acquirer agrees that all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of any of the Target Company prior to the Closing (collectively, the “D&O Persons”), as provided in the Organizational Documents of the Target Company or otherwise in effect as of the date of this Agreement with respect to any matters occurring on or prior to the Closing, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Acquirer after the Closing. The obligations of the Acquirer under this Section 7.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Persons to whom this Section 7.8 applies without the consent of such affected D&O Persons (it being expressly agreed that the D&O Persons to whom this Section 7.8 applies shall be intended third party beneficiaries of this Section 7.8). (b) Prior to the Closing Date, the Target Company, at its sole cost and expense, shall purchase and maintain in effect for a period of six years following the Closing Date, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Target Company as of the date hereof with respect to matters occurring on or prior to the Closing Date. Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are no less favorable in the aggregate to the insured than the coverage provided under the Target Company’s director’s and officer’s liability insurance policies as of the date hereof; provided, that the Target Company shall not pay a premium for such “tail” policy in excess of 300% of the most recent annual premium paid by the Target Company prior to the date of this Agreement without the prior written consent of Acquirer. In the event such tail coverage is unavailable with such terms or at such pricing, the Target Company shall purchase the maximum coverage available for such 300% of the most recent annual premium paid (the “D&O Tail Policy”). (c) Prior to the Closing Date, the Acquirer may in its sole discretion direct the Target Company to purchase and pay for, subject to reimbursement by the Acquirer in the event of termination of this Agreement pursuant to Sections 11.1(a) or (b), a tail/extended reporting period for any insurance policy written on a claims-made basis, either with the incumbent insurer on current terms or, if unavailable, from a different insurer on substantially similar terms. Such extended reporting periods shall be for a commercially reasonable duration but no less than the following unless otherwise permitted by Acquirer: 2 years for fiduciary liability; 3 years for employment practices; 3 years for errors & omissions; and 5 years for pollution legal liability.

D&O Insurance; Indemnification of Officers and Directors. (a) If the Closing occurs, the Acquirer Purchaser agrees that all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of any of the Target Company Acquired Companies prior to the Closing (collectively, the “D&O Persons”), as provided in the Organizational Documents of the Target applicable Acquired Company or otherwise in effect as of the date of this Agreement with respect to any matters occurring on or prior to the Closing, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Acquirer Purchaser after the Closing. The obligations of the Acquirer Purchaser under this Section 7.8 8.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Persons to whom this Section 7.8 8.8 applies without the consent of such affected D&O Persons (it being expressly agreed that the D&O Persons to whom this Section 7.8 8.8 applies shall be intended third party beneficiaries of this Section 7.88.8). (b) Prior to the Closing Date, the Target CompanyAcquired Companies, at its their sole cost and expense, shall purchase and maintain in effect for a period of six years following the Closing Date, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of the those Persons who are currently covered by any comparable insurance policies of the Target Company Acquired Companies as of the date hereof with respect to matters occurring on or prior to the Closing Date. Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are no less favorable in the aggregate to the insured than the coverage provided under the Target Company’s director’s Acquired Companies’ directors’ and officer’s officers’ liability insurance policies as of the date hereof; provided, that the Target Company Acquired Companies shall not pay a premium for such “tail” policy in excess of 300% of the most recent annual premium paid by the Target Company Acquired Companies prior to the date of this Agreement without the prior written consent of AcquirerPurchaser. In the event such tail coverage is unavailable with such terms or at such pricing, the Target Company Acquired Companies shall purchase the maximum coverage available for such 300% of the most recent annual premium paid (the “D&O Tail Policy”). (c) Prior to the Closing Date, the Acquirer Purchaser may in its sole discretion direct the Target Company Acquired Companies to purchase and pay for, subject to reimbursement by the Acquirer in the event of termination of this Agreement pursuant to Sections 11.1(a) or (b), for a tail/extended reporting period for any insurance policy written on a claims-made basis, either with the incumbent insurer on current terms or, if unavailable, from a different insurer on substantially similar terms. Such extended reporting periods shall be for a commercially reasonable duration but no less than the following unless otherwise permitted by AcquirerPurchaser: 2 years for fiduciary liability; 3 years for employment practices; 3 years for errors & omissions; and 5 years for pollution legal liability.

D&O Insurance; Indemnification of Officers and Directors. (a) If the Closing occurs, the Acquirer Purchaser agrees that all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of any of the Target Company Acquired Companies prior to the Closing (collectively, the “D&O Persons”), as provided in the Organizational Documents of the Target applicable Acquired Company or otherwise in effect as of the date of this Agreement with respect to any matters occurring on or prior to the Closing, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Acquirer Purchaser after the Closing. The obligations of the Acquirer Purchaser under this Section 7.8 8.6 shall not be terminated or modified in such a manner as to adversely affect any D&O Persons to whom this Section 7.8 8.6 applies without the consent of such affected D&O Persons (it being expressly agreed that the D&O Persons to whom this Section 7.8 8.6 applies shall be intended third party beneficiaries of this Section 7.88.6). (b) Prior to the Closing Date, the Target CompanyAcquired Companies, at its sole cost and expenseas a Transaction Expense, shall purchase and maintain in effect for a period of six (6) years following the Closing Date, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of the those Persons who are currently covered by any comparable insurance policies of the Target Company Acquired Companies as of the date hereof with respect to matters occurring on or prior to the Closing Date. Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are no less favorable in the aggregate to the insured than the coverage provided under the Target Company’s director’s Acquired Companies’ directors’ and officer’s officers’ liability insurance policies as of the date hereof; provided, that the Target Company shall not pay a premium for such “tail” policy in excess of 300% of the most recent annual premium paid by the Target Company prior to the date of this Agreement without the prior written consent of Acquirer. In the event such tail coverage is unavailable with such terms or at such pricing, the Target Company shall purchase the maximum coverage available for such 300% of the most recent annual premium paid hereof (the “D&O Tail Policy”). (c) Prior to the Closing Date, the Acquirer Purchaser may in its sole discretion direct the Target Company Acquired Companies to purchase and pay for, subject to reimbursement by the Acquirer in the event of termination of this Agreement pursuant to Sections 11.1(a) or (b), for a tail/extended reporting period for any insurance policy written on a claims-made basis, either with the incumbent insurer on current terms or, if unavailable, from a different insurer on substantially similar terms. Such extended reporting periods shall be for a commercially reasonable duration but no less than the following unless otherwise permitted by AcquirerPurchaser: 2 two (2) years for fiduciary liability; 3 three (3) years for employment practices; 3 three (3) years for errors & omissions; and 5 five (5) years for pollution legal liability.