Common use of Indemnification of Directors and Officers; Tail Insurance Clause in Contracts

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of each Target Company, Pubco, First Merger Sub, Second Merger Sub and Purchaser (the “D&O Indemnified Persons”) as provided in their Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the applicable Party or Target Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, Pubco shall cause the Organizational Documents of each Target Company, Pubco, and Purchaser to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the applicable Party to the extent permitted by applicable Law. The provisions of this Section 7.15 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (b) At Closing, the Company shall, or shall cause Pubco to, obtain and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a six-year period from the Effective Time, for the benefit of the directors and officers of Pubco, the Surviving Company and Purchaser (the “D&O Indemnified Parties”) that is substantially equivalent to and in any event not less favorable in the aggregate than Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event shall the Company or Pubco be required to expend for such policies pursuant to this Section 7.15 (b) an annual premium amount in excess of 200% of the amount per annum Purchaser paid in its last full fiscal year. Pubco shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full term, and cause the other parties to honor all obligations thereunder.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors directors, managers and officers of each Target Company, Pubcoany Purchaser Party and each Person who served as a director, First Merger Subofficer, Second Merger Sub and manager member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of a Purchaser Party or the Company (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the applicable Party Purchaser, Pubco Merger Subs TABLE OF CONTENTS​​ or Target the Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, Pubco shall cause the Organizational Documents of each Target Company, Pubco, Pubco and Purchaser the Surviving Subsidiaries to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the applicable Party Purchaser Parties and the Company to the extent permitted by applicable Law. The provisions of this Section 7.15 5.17 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (b) At ClosingFor the benefit of each Purchaser Party’s and the Company’s directors, managers and officers, each of the Purchaser and the Company shall, or shall cause Pubco to, be permitted prior to the Effective Time to obtain and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a six-year period from and after the Effective Time, Time for events occurring prior to the benefit of the directors and officers of Pubco, the Surviving Company and Purchaser Effective Time (the “D&O Indemnified PartiesTail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than than, as applicable Purchaser’s or the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event . If obtained, Pubco and the Surviving Parties shall maintain the Company or Pubco be required to expend for such policies pursuant to this Section 7.15 (b) an annual premium amount in excess of 200% of the amount per annum Purchaser paid in its last full fiscal year. Pubco shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full termand continue to honor the obligations thereunder, and cause Pubco and the other parties Surviving Subsidiaries shall timely pay all premiums with respect to honor all obligations thereunderthe D&O Tail Insurance.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of each Target Company, Pubco, First Merger Sub, Second Merger Sub and Purchaser (the “D&O Indemnified Persons”) as provided in their Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the applicable Party or Target Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six three (63) years after the Effective Time, Pubco shall cause the Organizational Documents of each Target Company, Pubco, and Purchaser to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the applicable Party to the extent permitted by applicable Law. The provisions of this Section 7.15 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (b) At Closing, the The Company shall, or shall cause Pubco to, obtain and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a sixthree-year period from the Effective Time, for the benefit of the directors and officers of Pubco, the Surviving Company and Purchaser (the “D&O Indemnified Parties”) that is substantially equivalent to and in any event not less favorable in the aggregate than Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event shall the Company or Pubco be required to expend for such policies pursuant to this Section 7.15 (b) an annual premium amount in excess of 200% of the amount per annum Purchaser paid in its last full fiscal year. Pubco shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full term, and cause the other parties to honor all obligations thereunder.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of each Target Company, Pubco, First Merger Sub, Second Merger Sub and Purchaser (the “D&O Indemnified Persons”) as provided in their Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the applicable Party or Target Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For for a period of six (6) years after from the Effective TimeClosing Date, Pubco the Parties shall, and shall cause the Organizational Documents of each Purchaser, Merger Sub and the Target CompanyCompanies to, Pubcomaintain in effect the exculpation, and Purchaser to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses provisions in favor of any individual who, at or prior to the Closing, was a director, officer, employee or agent of the Purchaser, Merger Sub and the Target Companies, as the case may be, or who, at the request of the Parties, as the case may be, served as a director, officer, member, manager, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, (each, together with such Person’s heirs, executors or administrators, a “D&O Indemnified Persons Party”)), of the Purchaser’s, Xxxxxx Sub’s and the Target Companies’ respective Organizational Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of the Purchaser, Merger Sub or any of the Target Companies, on the one hand, with any D&O Indemnified Party, on the other hand, as in effect immediately prior to the Closing Date, and the Parties shall, and shall cause the Purchaser, Merger Sub and the Target Companies to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, the Purchaser shall cause the Target Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.19 without limit as to time. (b) At or prior to the Closing, the Purchaser shall purchase a “tail” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Closing covering each such Person that is a director or officer of the Purchaser or a Target Company currently covered by a directors’ and officers’ liability insurance policy of the Purchaser or one or more Target Companies, respectively, on terms with respect to coverage, deductibles and amounts no less favorable than are set forth as those of such applicable policy in effect on the date of this Agreement for the six (6) year period following the Closing; provided that in no event shall the Purchaser be required to expend on the premium thereof in excess of 350% of the aggregate annual premiums currently payable by the Purchaser or the Target Companies, respectively, with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such D&O Tail is or becomes not available at the Premium Cap, then any such D&O Tail shall contain the maximum coverage available at the Premium Cap. The Purchaser shall maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Target Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 6.19(b). No claims made under or in respect of the D&O Tail related to any fiduciary or employee of any Target Company shall be settled without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned. (c) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Organizational Documents of the applicable Purchaser or any Target Company, any other indemnification arrangement, any Law or otherwise. The obligations of the Purchaser and the Target Companies under this Section 6.19(c) shall not be terminated or modified after the Closing in such a manner as to materially and adversely affect any D&O Indemnified Party to without the extent permitted by applicable Lawconsent of such D&O Indemnified Party. The provisions of this Section 7.15 6.19 shall survive the Closing and expressly are intended to be for the benefit ofbenefit, and shall be are enforceable by, each of the D&O Indemnified Persons and their respective heirs and representativesParties, each of whom is an intended third-party beneficiary of this Section 6.19. (bd) At If the Purchaser or, after the Closing, the Company shallany Target Company, or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall cause Pubco tonot be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, obtain then, in each such case, proper provision shall be made so that the successors and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a six-year period from the Effective Time, for the benefit assigns of the directors and officers of PubcoPurchaser or such Target Company, as applicable, assume the Surviving Company and Purchaser (the “D&O Indemnified Parties”) that is substantially equivalent to and obligations set forth in any event not less favorable in the aggregate than Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event shall the Company or Pubco be required to expend for such policies pursuant to this Section 7.15 (b) an annual premium amount in excess of 200% of the amount per annum Purchaser paid in its last full fiscal year. Pubco shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full term, and cause the other parties to honor all obligations thereunder6.19.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of each Target Company, Pubco, First Merger Sub, Second Merger Sub the Purchaser and Purchaser each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the applicable Party (the “D&O Indemnified Persons”) as provided in their the Organizational Documents of each Target Company, Pubco, Merger Sub, and the Purchaser as applicable or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the applicable Party or of Target Company, Pubco, Merger Sub, the Purchaser and the Primary Seller and its Subsidiaries as applicable, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, Pubco shall cause the Organizational Documents of each Target Company, Pubco, Merger Sub, and the Purchaser to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement Closing in the applicable Organizational Documents of the applicable Party to the extent permitted by applicable Law. The provisions of this Section 7.15 8.15 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (b) At ClosingFor the benefit of the Purchaser’s directors and officers, the Company shall, or Purchaser shall cause Pubco to, be permitted prior to the Effective Time to obtain and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a six-year period from and after the Effective Time, Time for events occurring prior to the benefit of the directors and officers of Pubco, the Surviving Company and Purchaser Effective Time (the “D&O Indemnified PartiesTail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event . If obtained, Pubco and the Purchaser shall maintain the Company or Pubco be required to expend for such policies pursuant to this Section 7.15 (b) an annual premium amount in excess of 200% of the amount per annum Purchaser paid in its last full fiscal year. Pubco shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full termand continue to honor the obligations thereunder, and Pubco and the Purchaser shall timely pay or cause to be paid all premiums with respect to the other parties to honor all obligations thereunderD&O Tail Insurance.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of each Target Company, PubcoHoldings, First Merger Suband SPAC and each Person who served as a director, Second Merger Sub and Purchaser officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the applicable Party (the “D&O Indemnified Persons”) as provided in their the Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified Person Person, on the one hand, and the applicable Party or any Target Company, Holdings or SPAC, on the other hand, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Merger Effective Time, Pubco Holdings shall cause the Organizational Documents of each Target Company, PubcoHoldings, and Purchaser the Surviving Company to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the applicable Party to the extent permitted by applicable Law. The provisions of this Section 7.15 9.19 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representativesRepresentatives. (b) At ClosingFor the benefit of SPAC’s directors and officers, SPAC shall be permitted, prior to the Company shallMerger Effective Time, or shall cause Pubco to, to obtain and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a six-six (6) year period from and after the Merger Effective Time, Time for events occurring prior to the benefit of the directors and officers of Pubco, the Surviving Company and Purchaser Merger Effective Time (the “SPAC D&O Indemnified PartiesTail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than PurchaserSPAC’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event shall . If obtained, Holdings and the Surviving Company or Pubco be required to expend shall, for such policies pursuant to this Section 7.15 a period of six (b6) an annual premium amount in excess of 200% of years after the amount per annum Purchaser paid in its last full fiscal year. Pubco shall cause such Merger Effective Time, maintain the SPAC D&O Tail Insurance to be maintained in full force and effect, for its full termand continue to honor the obligations thereunder, and Holdings and the Surviving Company shall timely pay or cause to be paid all premiums with respect to the other parties SPAC D&O Tail Insurance. (c) For the benefit of the Company’s directors and officers, the Company shall be permitted, prior to the Merger Effective Time, to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six (6) year period from and after the Merger Effective Time for events occurring prior to the Merger Effective Time (the “Company D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Holdings and the Company shall, for a period of six (6) years after the Merger Effective Time, maintain the Company D&O Tail Insurance in full force and effect, and continue to honor all the obligations thereunder, and Holdings and the Company shall timely pay or cause to be paid all premiums with respect to the Company D&O Tail Insurance.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of each Target Companythe Purchaser, Pubco, First Merger Sub, Second Merger Sub or any Target Company and Purchaser each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Purchaser, Merger Sub or such Target Company (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the applicable Party Purchaser, Merger Sub or such Target Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, Pubco the Purchaser shall cause the Organizational Documents of each Target Company, Pubco, the Purchaser and Purchaser the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the applicable Party Purchaser, Merger Sub and the Target Companies to the extent permitted by applicable Law. The provisions of this Section 7.15 5.18 shall survive the Closing consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (b) At ClosingFor the benefit of the Purchaser’s and Merger Sub’s directors and officers, the Company shall, or Purchaser shall cause Pubco to, be permitted prior to the Effective Time to obtain and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a six-six (6) year period from and after the Effective Time, Time for events occurring prior to the benefit of the directors and officers of Pubco, the Surviving Company and Purchaser Effective Time (the “Purchaser D&O Indemnified PartiesTail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event . If obtained, the Purchaser shall maintain the Company or Pubco be required to expend for such policies pursuant to this Section 7.15 (b) an annual premium amount in excess of 200% of the amount per annum Purchaser paid in its last full fiscal year. Pubco shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full termand continue to honor the obligations thereunder, and the Purchaser shall timely pay or caused to be paid all premiums with respect to the Purchaser D&O Tail Insurance (which costs of the Purchaser D&O Tail Insurance will not be included in Excess Purchaser Expenses). (c) For the benefit of the Company’s and its Subsidiary’s directors, managers and officers, the Company shall be permitted prior to the Effective Time to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six (6)-year period from and after the Effective Time for events occurring prior to the Effective Time (the “Company D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, the Purchaser shall maintain or cause to maintain the Company D&O Tail Insurance in full force and effect from and after the Closing, and continue to honor the obligations thereunder, and the Purchaser shall from and after the Closing timely pay or cause to be paid all premiums with respect to the Company D&O Tail Insurance (which costs of the Company D&O Tail Insurance will not be included in Excess Purchaser Expenses or the Unpaid Company Transaction Expenses). (d) If following the Closing the Purchaser or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then, in each such case, the Purchaser shall use its reasonable best efforts to cause the other parties successors or assigns of the Purchaser to honor assume all of the obligations thereunderset forth in this Section 5.18. (e) The Persons entitled to the indemnification, liability limitation, exculpation or insurance coverage set forth in this Section 5.18 are intended to be third-party beneficiaries of this Section 5.18. This Section 5.18 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of the Purchaser following the Closing.

Indemnification of Directors and Officers; Tail Insurance. (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of a Purchaser Party or a Target Company and each Person who served as a director, officer, member, manager, partnership representative, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of a Purchaser Party or a Target Company, Pubco, First Merger Sub, Second Merger Sub and Purchaser Company (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the applicable a Purchaser Party or a Target Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective TimeClosing, Pubco shall cause the Organizational Documents of Pubco, the Surviving Subsidiary and each Target Company, Pubco, and Purchaser Company to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of of, as applicable, the applicable Purchaser Party or the applicable Target Company to the extent permitted by applicable Law. The provisions of this Section 7.15 6.17 shall survive the Closing consummation of the Merger and the other transactions contemplated by this Agreement and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. If Pubco or any Target Company (i) consolidates with, or merges into, any other entity, or (ii) transfers all or substantially all of its properties, assets or equity to any entity, then each of the Pubco or such Target Company shall cause proper provision to be made so that any such successor or assign of Pubco or the applicable Target Company shall expressly assume all of the obligations set forth in this Section 6.17(a). (b) At ClosingFor the benefit of each Purchaser Party’s and each Target Company’s members, managers, directors and officers, Pubco or the Company shall, or Purchaser shall cause Pubco to, be permitted prior to the Effective Time to obtain and fully pay the premium for a “tail” insurance policy (the “D&O Tail Insurance”) that provides coverage for up to a six-year period from and after the Effective Time, Time for events occurring prior to the benefit of the directors and officers of Pubco, the Surviving Company and Purchaser Effective Time (the “D&O Indemnified PartiesTail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Purchaserthan, as applicable, the applicable Purchaser Party or the applicable Target Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event . If obtained, Pubco and the Surviving Subsidiary shall the Company or Pubco be required to expend for such policies pursuant to this Section 7.15 (b) an annual premium amount in excess of 200% of the amount per annum Purchaser paid in its last full fiscal year. Pubco and shall cause such each Target Company to) maintain the D&O Tail Insurance to be maintained in full force and effect, for its full termand continue to honor the obligations thereunder, and cause Pubco and the other parties Surviving Subsidiary shall timely pay or caused to honor be paid all obligations thereunderpremiums with respect to the D&O Tail Insurance.