Common use of Indemnification and Directors’ and Officers’ Insurance Clause in Contracts

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco shall, and shall cause the Surviving Entity to, indemnify and hold harmless each present and former director, manager and officer of (x) the Company and each of its Subsidiaries, and (y) Surviving Pubco and each of its Subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective Organizational Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, and shall cause its Subsidiaries and the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Second Effective Time, Surviving Pubco Acquiror shall, and shall cause the Surviving Entity to, indemnify and hold harmless each present and former director, manager and officer of (x) the Company and each of its Subsidiaries, Subsidiaries and (y) Surviving Pubco Acquiror and each of its Subsidiaries, Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Second Effective Time, whether asserted or claimed prior to, at or after the Second Effective Time, to the fullest extent that the Company or its Subsidiaries, Subsidiaries or Surviving Pubco and each of Acquiror or its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco Acquiror shall, and shall cause its Subsidiaries and the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Second Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco shall, and Acquiror shall cause the Surviving Entity to, Corporation to indemnify and hold harmless each present and former director, manager and officer of (x) the Company and each of its Subsidiaries, and (y) Surviving Pubco and each of its Subsidiaries, Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, Subsidiaries would have been permitted under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, and Acquiror shall cause its Subsidiaries and the Surviving Entity Corporation and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the First Effective Time, Surviving Pubco SPAC shall, and shall cause the Surviving Entity to, indemnify and hold harmless each present and former director, manager and officer of (x) the Company and each of its Subsidiaries, and (y) Surviving Pubco SPAC and each of its Subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, to the fullest extent that the Company or its Subsidiaries, or Surviving Pubco SPAC and each of its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective Organizational Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco SPAC shall, and shall cause its Subsidiaries and the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the First Effective Time provisions in their respective Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTimes, Surviving Pubco New Covalto shall, and shall cause the Surviving Entity Entities to, indemnify and hold harmless each present and former director, manager and officer of (x) the Company and each of its Subsidiaries, and (y) Surviving Pubco LIVB and each of its their respective Subsidiaries, each in their capacity as such, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the LIVB Effective Time, whether asserted or claimed prior to, at or after the LIVB Effective Time, to the fullest extent that the Company Company, LIVB or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, Subsidiaries would have been permitted under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shallfrom and after the LIVB Effective Time, and New Covalto shall cause its Subsidiaries and the Surviving Entity Entities and each of its their respective Subsidiaries to, (i) maintain for a period of not less than six (6) years from the LIVB Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco Acquiror shall, and shall cause the Surviving Entity to, indemnify and hold harmless each present and former director, manager and officer of (x) the each Company and each of its Subsidiaries, and (y) Surviving Pubco and each of its Subsidiaries, Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the such Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, Party would have been permitted under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, and Acquiror shall cause its Subsidiaries and the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the First Effective Time, Surviving Pubco shall, and Acquiror shall cause the Surviving Entity to, to indemnify and hold harmless each present and former director, manager officer and officer employee of (x) the Company and each of its Subsidiaries, and (y) Surviving Pubco Acquiror and each of its Subsidiaries, their respective Subsidiaries (the “D&O Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities losses incurred in connection with any claim, Action or threatened Action, whether civil, criminal, administrative administrative, investigative or investigativeotherwise, arising out of or pertaining to matters existing or occurring at or prior to the First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, to the fullest extent that the Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective Organizational Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, and Acquiror shall cause its Subsidiaries and the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Second Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers D&O Indemnitees that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco Acquiror shall, and shall cause the Surviving Entity Entities to, indemnify and hold harmless each present and former director, manager and officer of (x) the each Company Party and each of its Subsidiaries, and (y) Surviving Pubco and each of its Subsidiaries, their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the such Company Party or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, Subsidiaries would have been permitted under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, and Acquiror shall cause its Subsidiaries and the Surviving Entity Entities and each of its their respective Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time for a period of not less than six years from the Effective Time, Surviving Pubco shall, and Acquiror shall cause the Surviving Entity to, Corporation to indemnify and hold harmless each present and former director, manager and officer (as applicable) of (x) the Company and each of its Subsidiaries, and Subsidiaries (ythe “Company D&O Persons”) Surviving Pubco and each of its Subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that such Company D&O Person would have been entitled to indemnification (including the advancement of expenses) from the Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, would have been permitted Subsidiaries under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws, indemnification agreements, or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)Agreement. Without limiting the foregoing, Surviving Pubco shall, and Acquiror shall cause its Subsidiaries and the Surviving Entity Corporation and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws, indemnification agreements and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers (as applicable) that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws, indemnification agreements and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco shall, and the Company shall cause the Surviving Entity to, indemnify and hold harmless each present and former director, manager officer and officer employee of (x) the SPAC and the Company and each of its Subsidiaries, and their respective Subsidiaries (ythe “D&O Indemnitees”) Surviving Pubco and each of its Subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities losses incurred in connection with any claim, Action or threatened Action, whether civil, criminal, administrative administrative, investigative or investigativeotherwise, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective Organizational Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, the Company shall and shall cause its Subsidiaries and the Surviving Entity Company and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time Time, (x) provisions in their respective Organizational its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers D&O Indemnitees that are no less favorable to those Persons than the provisions of such Organizational Governing Documents of the SPAC and the Company as of the date of this Agreement Agreement, and (y) all rights to indemnification now existing in favor of the D&O Indemnitees in any indemnification agreements with the SPAC or the Company, as applicable, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco Acquiror shall, and shall cause the Surviving Entity Entities to, indemnify and hold harmless each present and former director, manager and officer of (x) the Acquiror, each Company Party and each of its Subsidiaries, and (y) Surviving Pubco and each of its Subsidiaries, their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the such Company Party or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, Subsidiaries would have been permitted under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of and advance expenses as incurred in defense of any Action, to the fullest extent permitted under applicable Law), to) such Person. Without limiting the foregoing, Surviving Pubco shall, and Acquiror shall cause its Subsidiaries and the Surviving Entity Entities and each of its their respective Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) exculpation of, and advancement of expenses to, officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions for a period of not less than six years from the Effective Time in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco shall, and Acquiror shall cause the Surviving Entity to, to indemnify and hold harmless each present and former director, manager and officer of (x) the Company and each of its Subsidiaries, and (y) Surviving Pubco and each of its Subsidiaries, Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the any Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, Group Member would have been permitted under applicable Law and their respective Organizational Documents certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, and Acquiror shall cause its Subsidiaries and the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Reorganization Effective Time or Acquisition Effective Time, Surviving as applicable, Pubco shall, shall and shall cause the Surviving Entity to, Reorganization Corporation and the Surviving Acquisition Corporation to indemnify and hold harmless each present current and former director, manager director and officer of (x) the Company and each of its Subsidiaries, and (y) Surviving Pubco Acquiror and each of its Subsidiaries, their respective Subsidiaries (the “D&O Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities losses incurred in connection with any claim, Action or threatened Action, whether civil, criminal, administrative administrative, investigative or investigativeotherwise, arising out of or pertaining to matters existing or occurring at or prior to the Reorganization Effective Time or Acquisition Effective Time, as applicable, whether asserted or claimed prior to, at or after the Reorganization Effective Time or Acquisition Effective Time, as applicable, to the fullest extent that the Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective Organizational Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, shall and shall cause its Subsidiaries and the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Reorganization Effective Time or the Acquisition Effective Time, as applicable, provisions in their respective Organizational Documents its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers D&O Indemnitees that are no less favorable to those Persons than the provisions of such Organizational Documents certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Surviving Pubco shall, the Company shall and shall cause the Surviving Acquisition Entity to, to indemnify and hold harmless each present and former director, manager officer and officer employee of (x) the Company Parties and Acquiror and each of its Subsidiaries, and Company’s respective Subsidiaries (ythe “D&O Indemnitees”) Surviving Pubco and each of its Subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities losses incurred in connection with any claim, Action or threatened Action, whether civil, criminal, administrative administrative, investigative or investigativeotherwise, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, as applicable, whether asserted or claimed prior to, at or after the Effective Time, as applicable, to the fullest extent that the Company or its Subsidiaries, or Surviving Pubco and each of its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective Organizational Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Surviving Pubco shall, the Company shall and shall cause its Subsidiaries and the Surviving Acquisition Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time Time, as applicable, (x) provisions in their respective the Company Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers D&O Indemnitees that are no less favorable to those Persons than the provisions of such the Acquiror Organizational Documents and the Company Organizational Documents as of the date of this Agreement Agreement, and (y) all rights to indemnification now existing in favor of the D&O Indemnitees in any indemnification agreements with the Acquiror or the Company, as applicable, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.