D&O Matters Sample Clauses

D&O Matters. (a) Xxxxx agrees and acknowledges that the Company provides certain exculpation and indemnification protection under the Organizational Documents of the Company (collectively, the “D&O Protection”) to officers and directors of the Company (each, a “Protected Person”). Beginning on the Closing Date and continuing until the sixth anniversary of the Closing Date, unless required by applicable Legal Requirements, Buyer will not, and will not permit the Company to, amend, repeal or modify in a manner adverse to the beneficiary thereof any D&O Protections in the Organizational Documents of the Company, in each case, as it relates to any Protected Person or any acts, omissions, circumstances or events existing or occurring prior to the Closing, without the written consent of such affected Protected Person. 50 (b) Prior to the Closing, Seller shall have purchased a customary six-year “tail” directors’ and officers’ liability insurance policy to be effective as of the Closing (the “Tail Policy”) that provides an extended claims period for the coverage currently provided under any directors’ and officers’ liability insurance policy maintained by the Company, the costs of which will be a Transaction Costs. From and after the Closing, Buyer will not (or will cause the Company not to) cancel (or permit to be canceled) the Tail Policy. (c) The provisions of this Section 7.12 will survive the Closing and (i) are intended to be for the benefit of, and will be enforceable by, each Protected Person and his or her successors, heirs and representatives and will be binding on all successors and assigns of Buyer and the Company and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

D&O Matters. (a) For a period of six years after the Closing, Purchaser will not, and will not permit an Acquired Company to, amend, repeal or modify any provision existing as of the date of this Agreement in any Acquired Subsidiary's Organizational Documents relating to the exculpation, indemnification or advancement of expenses of the current and former officers, directors or managers of any such Person (each, a "D&O Indemnified Person") (unless required by Law), it being the intent of the parties that each D&O Indemnified Person will continue to be entitled to such exculpation, indemnification and advancement of expenses in accordance with such provisions to the full extent permitted by applicable Law. (b) For a period of six years after the Closing, the Seller will not, and will not permit any of its Subsidiaries to, amend, repeal or modify any provision existing as of the date of this Agreement in any such Person's Organizational Documents relating to the exculpation, indemnification or advancement of expenses of the current and former officers, directors and managers of any such Person (unless required by Law) solely to the extent such current or former officers, directors and managers are employees of the Acquired Companies as of the Closing Date, it being the intent of the parties that each such individual will be continue to be entitled to such exculpation, indemnification and advancement of expenses in accordance with such provisions to the full extent permitted by applicable Law.

D&O Matters. (i) The Parties agree that all rights to indemnification, advancement of expenses and exculpation by the Company and its Subsidiaries now existing in favor of each Person who is now, or has been prior to the date hereof an officer or director of the Company as provided in the Company’s certificate of incorporation as in effect on the date of this Agreement shall remain in full force and effect in accordance with their terms, and, in the event that any Proceeding is pending or asserted or any claim made during such period, until the final disposition of such Proceeding. (ii) With respect to any Subsidiaries of the Company, after the Closing Date the Purchaser shall require each such Subsidiary to continue to provide all rights to indemnification, advancement of expenses and exculpation by the Subsidiaries now existing in favor of each Person who is now, or has been prior to the date hereof an officer or director of a Company Subsidiary as provided in the Subsidiary’s organizational documents as in effect on the date of this Agreement. (iii) Immediately following the Closing, the Purchaser shall obtain and keep in effect appropriate insurance policies with customary coverage and amounts covering the directors and officers of the Company and its Subsidiaries.

D&O Matters. 9.6.1. Level 8 agrees that, for a period of six years after the Closing and except to the extent otherwise required by law, it shall cause the certificate of incorporation and by-laws of the Company to contain provisions with respect to indemnification and exculpation from liability no less favorable to the individuals who, on or prior to the Closing, were directors, officers, employees or agents of the Company (collectively, the "Indemnified Parties") than those set forth in the Company's certificate of incorporation and by-laws in effect immediately before the Closing. 9.6.2. For a period of six years after the Closing, Xxxxx 0 shall use all reasonable efforts to cause the Company to maintain directors' and officers' liability insurance covering those Indemnified Parties who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable to those Indemnified Parties than the terms of the insurance coverage in effect on the date of the Closing for Level 8's own directors and officers. 9.6.3. The Indemnified Parties and the Company are intended beneficiaries of this section 9.6.

D&O Matters. (a) KBR and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers currently indemnified by BE&K and its Subsidiaries (each an “Indemnified Person”) as provided in their respective certificates of incorporation, bylaws (or comparable organizational documents) or other agreements providing indemnification shall survive the Merger and, subject to Applicable Law, shall continue in full force and effect in accordance with their terms. (b) KBR shall cause to be maintained for a period of not less than six years from the Effective Time either (i) BE&K’s current directors’ and officers’ insurance and indemnification policy to the extent that it provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) for Indemnified Persons on the date of this Agreement, so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid prior to the date of this Agreement (such 200% amount, the “Maximum Premium”) or (ii) D&O Insurance with an insurer substantially comparable, to the insurer under the D&O Insurance provided to Indemnified Persons as of the date of this Agreement, of at least the same coverage and amounts and containing terms and conditions no less advantageous to the Indemnified Persons; provided that the annualized premium for such D&O Insurance does not exceed the Maximum Premium, in which case, KBR will obtain the most favorable D&O Insurance available for the Maximum Premium. If the existing D&O Insurance expires, is terminated or canceled during such six-year period, KBR shall use all reasonable efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. BE&K represents to KBR that the Maximum Premium is $252,000.