D&O Liabilities. From and after the Closing Date, Buyer shall not, and shall cause the Transferred Companies not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of any of the Transferred Companies at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified, either under Delaware Law or other applicable Law or the organizational documents of the Transferred Companies as they existed prior to the Closing Date, against any costs or expenses (including attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date and relating to the fact that the D&O Indemnified Person was a director or officer of a Transferred Company, whether asserted or claimed prior to, at or after the Closing Date.
D&O Liabilities. From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, Buyer shall, and shall cause its Affiliates to, maintain in full the indemnification obligations set forth in the applicable organizational documents of the Acquired Companies (including providing insurance coverage to the extent that such insurance coverage is available and that the annual premium for such insurance coverage does not exceed 300% of the Acquired Companies’ reasonably estimated stand-alone premium for the most recent comparable period ended prior to the Closing), as in effect immediately prior to the Closing with such changes as may be required under applicable Law, with respect to all past directors, officers and managers of each of the Acquired Companies as well as all directors, officers and managers of each of the Acquired Companies as of the Closing Date, in each case, for acts or omissions occurring on or prior to the Closing Date in their capacities as such, and to indemnify and hold harmless such Persons in accordance therewith. Buyer, Seller and any Person entitled to indemnification under this Section 8.10 shall cooperate in the defense of any litigation under this Section 8.10 and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.
D&O Liabilities. (a) From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, (i) Buyer shall, and shall cause the Acquired Companies to, (A) with respect to PLICMI, not change or amend its organizational documents in any way that would limit PLICMI’s right to provide indemnification to the fullest extent permitted under applicable Law to past directors (including the Independent Directors) and officers of PLICMI as well as all directors (including the Independent Directors) and officers of PLICMI as of the Closing Date, in each case, for acts or omissions occurring at or prior to the Closing Date in their capacities as such, but in all cases excluding the Principal Seller Owner and (B) with respect to GBIG, LLC, maintain in full the indemnification obligations set forth in its organizational documents, as in effect immediately prior to the Closing, with such changes as may be required under applicable Law, with respect to all past officers and managers of GBIG, LLC as well as all officers and managers of GBIG, LLC as of the Closing Date, in each case, for acts or omissions occurring at or prior to the Closing in their capacities as such, but in all cases excluding the Principal Seller Owner, and (ii) Buyer shall cause the Acquired Companies to, indemnify and hold harmless such Persons in accordance with the relevant organizational documents. Buyer shall cause PLICMI to perform all obligations set forth in and otherwise fully comply with the terms of the Indemnification Agreements and to indemnify and hold harmless the Independent Directors in accordance with PLICMI’s organizational documents, and to the fullest extent permitted by applicable law. The Acquired Companies, as required thereby, Seller and any Person entitled to indemnification under this Section 8.06(a) shall cooperate in the defense of any litigation under this Section 8.06(a) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be, in each case, reasonably requested in connection therewith.
D&O Liabilities. (a) Effective upon the Closing Date, the Acquiror shall, on its own behalf and on behalf of each of its Affiliates (including the Companies and the Transferred Subsidiaries), irrevocably waive, release and discharge forever each former director, statutory auditor and officer of the Companies and the Transferred Subsidiaries who resigned effective immediately after the Closing from any and all liabilities and obligations to, and agreements or understandings with, the Companies and Transferred Subsidiaries (or any of their respective Affiliates) of any kind or nature whatsoever, including in respect of rights of the Acquiror and its Affiliates (including the Companies and the Transferred Subsidiaries) to receive contribution or indemnification from such former officers, statutory auditors and directors, in each case whether absolute or contingent, liquidated or unliquidated, and whether arising hereunder or under any other agreement or understanding or otherwise at Law or in equity, and the Acquiror hereby covenants and agrees on its own behalf and on behalf of each of its Affiliates (including the Companies and the Transferred Subsidiaries) that it will not seek to recover any amounts in connection therewith or thereunder from any such former director, statutory auditor or officer; provided, however, that the Acquiror shall not, for itself or for any of its Affiliates (including the Companies and the Transferred Subsidiaries), waive, release or discharge any such director, statutory auditor or officer from, or covenant not to seek to recover any amounts for, any liabilities or obligations, or agreements or understandings, in each case, to the extent related to or arising from any willful misconduct by such director, auditor or officer.
D&O Liabilities. (a) From and after the Closing Date, to the extent permitted by Applicable Law, the certificate of incorporation, certificate of formation, bylaws or limited liability company operating agreement (or similar organizational documents) of each SALIC Group Company shall continue to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of each present and former director and officer of each of the SALIC Group Companies (collectively, the “Indemnified D&O Parties”) than are set forth in the organizational documents of the SALIC Group Companies as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the rights thereunder of any such individual.
D&O Liabilities. Prior to Closing, Buyer shall use reasonable best efforts to have available (subject to the payment of premium) director and officer and director “tail coverage” insurance for the Company and Abacus with respect to the period prior to Closing. Prior to or at the Closing, Company shall directly pay the insurance company for all costs of securing such policy. 5.12
D&O Liabilities. From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, Buyer shall, and shall cause the Acquired Companies to, maintain in full the indemnification obligations set forth in the applicable organizational documents of the Acquired Companies, as in effect immediately prior to the Closing with such changes as may be required under applicable Law, with respect to all past directors, officers and managers of each of the Acquired Companies as well as all directors, officers and managers of each of the Acquired Companies as of the Closing Date, in each case, for acts or omissions occurring on or prior to the Closing Date in their capacities as such, and to indemnify and hold harmless such Persons in accordance therewith. Buyer, Seller and any Person entitled to indemnification under this Section 8.08 shall cooperate in the defense of any litigation under this Section 8.08 and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.
D&O Liabilities. For a period of six (6) years after the Closing Date, Buyer Parent shall not, and shall cause the Acquired Companies not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of any of the Acquired Companies at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified, either under Applicable Law (to the extent not inconsistent with the Organizational Documents) or the terms of the Organizational Documents of the Acquired Companies as they existed immediately prior to the date of this Agreement, against any costs or expenses (including attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, Liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date and relating to the fact that the D&O Indemnified Person was a director or officer of the Acquired Companies, whether asserted or claimed prior to, at or after the Closing Date.
D&O Liabilities. From and after the Closing Date, Acquiror shall not, and shall cause the Companies not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of any of the Companies at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified against or to be released from, under applicable Law or the organizational documents, agreements or shareholder resolutions of the applicable Company as they existed prior to the Closing Date, any Losses, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date and relating to the fact that such D&O Indemnified Person was a director or officer of a Company, whether asserted or claimed prior to, at or after the Closing Date. The provisions of this Section 5.16 are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person, his or her heirs and his or her Representatives.
D&O Liabilities. From and after the Closing Date, Buyer shall not, and shall cause the Company and BCGS not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of the Company or BCGS at any time prior to the Effective Time (each, a “D&O Indemnified Person”) to be indemnified, under applicable Law or the Organizational Documents of the Company or BCGS as they existed prior to the Effective Time, with respect to matters arising out of or pertaining to matters existing or occurring at or prior to the Effective Time and relating to the fact that the D&O Indemnified Person was a director or officer of the Company or BCGS, whether asserted or claimed prior to, at or after the Closing Date. Section 5.7
