Common use of D&O Matters Clause in Contracts

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) Xxxxx agrees To the fullest extent not prohibited by Applicable Law, from and acknowledges that after the Company provides certain Closing, all rights to indemnification, exculpation and indemnification protection under the Organizational Documents advancement of expenses existing as of the Company date hereof in favor of any individual who, at the Closing, is entitled to exculpation, indemnification and advancement of expenses thereunder (collectively, the “D&O ProtectionIndemnified Persons”) with respect 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, their activities as it relates to any Protected Person or any acts, omissions, circumstances or events existing or occurring such prior to the Closing, as provided in the Company Formation Documents, operating agreements, organizational documents, indemnification agreements or other contracts of the Company Group as in effect on the date hereof (the “Indemnity Arrangements”), shall survive the Closing and continue in full force and effect for a period of not less than six (6) years from the Closing Date; provided that, in the event any claim or claims are asserted or made within such survival period, all such rights to indemnification in respect of any claim or claims shall continue until final disposition of such claim or claims. The Indemnity Arrangements shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom this Section 9.3 applies without the written consent of such affected Protected D&O Indemnified Person. 50. (b) Prior to the Closing, Seller the Company shall have purchased obtain a customary six-year noncancellable “tail” insurance policy with a claims period of at least six (6) years from and after the Closing from insurance carriers with the same or better claims-paying ability ratings as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance policy and fiduciary liability insurance policies (collectively, “D&O Insurance”), for the persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage (including as coverage relates to be effective deductibles and exclusions) at least as favorable as the Company’s existing D&O Insurance with respect to matters arising out of or relating to acts or omissions existing or occurring (or alleged to have occurred or existed) at or prior to the Closing (including in connection with this Agreement, the “Tail Policy”) that provides an extended claims period Ancillary Agreements, or the transactions or actions contemplated hereby or thereby). The premium for the coverage currently provided under any directors’ and officers’ liability insurance policy maintained D&O Insurance shall be borne 50% by the CompanyCompany and 50% by the Buyer, and such amounts to be borne by the Buyer shall be reflected as a current asset in Net Working Capital. The Buyer shall not, and shall cause its Affiliates not to, cancel or modify the D&O Insurance. In the event that, after the Closing Date, the costs Company or the Buyer or any of which will 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 a Transaction Costs. From substantial portion of its properties and after assets to any Person, then, and in either such case, proper provisions shall be made so that the Closing, Buyer will not (or will cause successors and assigns of the Company not to) cancel (or permit to be canceled) the Tail Policy. (c) Buyer, as the case may be, shall assume the obligations set forth in this Section 9.3. The provisions of this Section 7.12 will survive the Closing and (iSections 9.3(b) are intended to be for the benefit of, and will shall be enforceable by, each Protected Person D&O Indemnified Person, his or her heirs, executors or administrators and his or her successors, heirs and representatives and will be binding on all successors and assigns other representatives. The provisions of Buyer this Section 9.3(b) shall survive the consummation of the transactions contemplated by this Agreement 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 otherwiseAncillary Agreements.

D&O Matters. (a) Xxxxx agrees From and acknowledges that after the Closing Effective Time, Buyer shall, and shall cause the Acquired Companies to, honor all of the Acquired Companies’ obligations as provided in their respective Organizational Documents to indemnify each current or former director or officer (or persons holding similar positions) of any Acquired Company provides certain exculpation currently indemnified by any Acquired Company (collectively, “D&O (b) For a period of not less than [***] from the Closing Date, to the fullest extent permitted, and indemnification protection under subject to any limitations imposed, by applicable Law and the Organizational Documents of the applicable Acquired Company in effect as of the date of this Agreement, Buyer shall, and shall cause each of the Acquired Companies to, indemnify, defend and hold harmless their respective D&O Indemnified Persons against all damages, losses, charges, liabilities, claims, demands, actions, suits, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and disbursements) as incurred (payable monthly upon written request which request shall include reasonable evidence of the Covered Losses set forth therein), to the extent arising from, relating to, or otherwise in respect of, any actual or threatened Proceeding in respect of actions or omissions by such D&O Indemnified Person occurring at or prior to the Closing in connection with such D&O Indemnified Person’s duties as an officer, director or employee (or Persons holding similar positions) of the Acquired Company, including in respect of this Agreement and the transactions contemplated by this Agreement (“Covered Losses”). (c) Effective upon the Closing, the Acquired Companies, and each of their respective Affiliates, Representatives, successors and assigns (which, for the avoidance of doubt, shall not include Sellers) (collectively, the “Releasing Parties”), covenants that none of such Persons shall institute any Proceeding against any of the current or former officers or directors (or Persons holding similar positions) of any Acquired Company, in their capacities as such, with respect to any losses or other liabilities, actions or causes of action, judgments, claims and demands of any nature or description (consequential, compensatory, punitive or otherwise) arising from or relating to actions occurring prior to the Closing, whether or not such Person would be entitled to indemnification by the Acquired Companies under this Section 4.4 and, effective as of the Closing, each Releasing Party, to the fullest extent permitted by applicable Law, hereby releases and forever discharges and the directors and officers (and Persons holding similar positions), managers, employees, equityholders, Affiliates, agents, Representatives of the Purchased Companies, and their respective successors and assigns (collectively, the “D&O ProtectionReleased Parties”) from any and all Covered Losses, claims for costs and attorney’s fees, losses, charges, or liabilities of any nature whatsoever (“Claims”) in law, in equity, by contract, tort or otherwise, or by reason of, relating 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 notor arising from any fact, and will not permit which the Company toReleasing Parties now has, amend, repeal has ever had or modify in a manner adverse to may hereafter have against the beneficiary thereof any respective 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 Released Parties arising prior to the ClosingClosing whether or not relating to claims pending at, without the written consent of such affected Protected Person. 50 (b) Prior to or asserted after, 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 whether arising under any directorsfederal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance, or under any public policy, contract or tort, or under common law; or any claim for breach of contract, tort, infliction of emotional distress, defamation, or any claim for costs, fees, or other expenses, including attorneys’ and officers’ liability insurance policy maintained by the Companyfees incurred in these matters; provided, the costs of which will be a Transaction Costshowever, that nothing contained herein shall operate to release any Covered Losses or Claims on account of, arising out of, relating to or under Buyer’s rights under this Agreement. From and For that purpose, immediately after the Closing, Buyer will not (or will cause the Company not to) cancel (or permit to be canceled) the Tail Policy.shall (cd) Notwithstanding anything contained in this Agreement to the contrary, this Section 4.4 shall survive the consummation of the Closing indefinitely and shall be binding, jointly and severally, on all successors and assigns of Buyer, the Acquired Companies and the other Releasing Parties. In the event that Buyer or any Acquired Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or any Acquired Company, as the case may be, shall succeed to the obligations set forth in this Section 4.4. The obligations of Buyer and the Acquired Companies under this Section 4.4 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 4.4 applies without the consent of the affected Person. In furtherance of the foregoing, it is expressly and specifically acknowledged, understood and agreed that the provisions of this Section 7.12 will survive the Closing and 4.4 are (i) are intended to be for the benefit of, and will shall be enforceable by, each Protected Person and his released or her successorsentitled to indemnification, heirs and representatives and will be binding on all successors and assigns of Buyer and the Company or other benefit hereunder, and (ii) are in addition to, and not in substitution for, any other rights right to indemnification or contribution that any such Person may have by Contract or otherwise.

D&O Matters. (am) Xxxxx agrees and acknowledges that the Company Group provides certain exculpation and indemnification protection under the Organizational Documents of the Company Group (collectively, the “D&O Protection”) to officers and directors of the Company Group (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 any Company Group member or any of its Subsidiaries or Affiliates to, amend, repeal or modify in a manner adverse to the beneficiary thereof any D&O Protections in the Organizational Documents of the CompanyCompany Group, 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. (bn) 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 CompanyCompany Group, 50% of the costs of which will be a Transaction CostsCost, and the remaining 50% of the costs of which will be paid by Buyer. From and after the Closing, Buyer will not (or and will cause each member of the Company Group and each of its Subsidiaries and Affiliates not to) cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation of the Tail Policy. (co) If Buyer, any member of the Company Group, or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person, and Buyer or such member of the Company Group will not be the continuing or surviving entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the consummation of such transaction so that the successors and assigns of Buyer or such member of the Company Group, as the case may be, will satisfy the obligations of Buyer set forth in this Section 7.11. (p) The provisions of this Section 7.12 7.11 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 Group 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.