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, Holdings, and SPAC and 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 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, on the one hand, and 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 years after the Merger Effective Time, Holdings shall cause the Organizational Documents of each Target Company, Holdings, and 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 8.19 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 Representatives.

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 Purchaser, the Company, Holdings, and SPAC Pubco or Merger Sub and 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 Purchaser, the applicable Party Company, Pubco or Merger Sub (the “D&O Indemnified Persons”) as provided in the their respective Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified PersonPerson and Purchaser, on the one hand, and any Target Company, Holdings Pubco or SPAC, on the other handMerger Sub, 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, Holdings Pubco shall cause the Organizational Documents of each Target the Company, Holdings, Pubco and the Surviving Company 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 Purchaser, the applicable Party Company, Pubco and Merger Sub to the extent permitted by applicable Law. The provisions of this Section 8.19 7.17(a) 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.

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, Holdings, and SPAC CHC and 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 CHC (the “D&O Indemnified Persons”) as provided in the CHC’s Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified Person, on the one hand, Person and any Target Company, Holdings or SPAC, on the other handCHC, 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, Holdings Pubco shall cause the Organizational Documents of each Target Company, Holdings, and the Surviving Company CHC 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 CHC to the extent permitted by applicable Law. The provisions of this Section 8.19 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 Representativesrepresentatives.

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 HMI Company, Holdings, and SPAC MGO and 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 the Organizational Documents of each Target HMI Company, Holdings and SPAC MGO or under any indemnification, employment or other similar agreements between any D&O Indemnified Person, on the one hand, and any Target HMI Company, Holdings or SPACMGO, 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 years months after the Merger Effective Time, Holdings shall cause the Organizational Documents of each Target HMI Company, Holdings, Holdings and 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 8.19 8.21 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.

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, Holdings, and SPAC any Purchaser Party and each Person who served as a director, officer, 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 applicable Party Company (the “D&O Indemnified Persons”) as provided in the their respective Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified PersonPerson and the Purchaser, on Pubco Merger Subs TABLE OF CONTENTS​​ or the one hand, and 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, Holdings Pubco shall cause the Organizational Documents of each Target Company, Holdings, Pubco and the Surviving Company 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 8.19 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 Representativesrepresentatives.

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, Holdings, and SPAC Purchaser and 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 the Organizational Documents of each Target Company, Holdings and SPAC Purchaser or under any indemnification, employment or other similar agreements between any D&O Indemnified Person, on the one hand, and any Target Company, Holdings or SPACPurchaser, on the other hand, in each case as in effect on the date of this Agreement, shall survive the Share Acquisition 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 years after the Merger Effective Time, Holdings shall cause the Organizational Documents of each Target Company, Holdings, and 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 8.19 8.18 shall survive the Share Acquisition 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.

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, Holdings, and the SPAC and 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 the Organizational Documents of each Target Company, Holdings and the SPAC or under any indemnificationagreement relating to the exculpation or indemnification of, or advancement of expenses to, any D&O Indemnified Person or any employment or other similar agreements agreement between any D&O Indemnified Person, on Person and the one hand, and any Target Company, Holdings or SPAC, on the other hand, in each case SPAC 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 TimeClosing, Holdings the Company shall cause the Organizational Documents of each Target Company, Holdings, and 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 SPAC to the extent permitted by applicable Law. The provisions of this Section 8.19 6.18 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.representatives. 45

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 Purchaser, the Company, Holdings, and SPAC Pubco or Merger Sub and 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 Purchaser, the applicable Party Company, Pubco or Merger Sub (the “D&O Indemnified Persons”) as provided in the their respective Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified PersonPerson and Purchaser, on the one hand, and any Target Company, Holdings Pubco or SPAC, on the other handMerger Sub, 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, Holdings Pubco shall cause the Organizational Documents of Pubco, Purchaser and each Target Company, Holdings, and 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 Purchaser, each Target Company, Pubco and Merger Sub to the extent permitted by applicable Law. The provisions of this Section 8.19 8.14(a) 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.

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 Purchaser, the Company, Holdings, and SPAC Pubco or Merger Sub and 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 Purchaser, the applicable Party Company, Pubco or Merger Sub (the “D&O Indemnified Persons”) as provided in the their respective Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified PersonPerson and Purchaser, on the one hand, and any Target Company, Holdings Pubco or SPAC, on the other handMerger Sub, 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, Holdings Pubco shall cause the Organizational Documents of each Target CompanyPubco, Holdings, Purchaser and 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 Purchaser, the applicable Party Company, Pubco and Merger Sub to the extent permitted by applicable Law. The provisions of this Section 8.19 7.16 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.

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, Holdings, and SPAC and 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 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, on the one hand, and 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, Holdings shall cause the Organizational Documents of each Target Company, Holdings, and 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 8.19 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 Representatives.

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 the Company, Holdings, Target Companies and SPAC and 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 the Organizational Governing Documents of the Company, each Target Company, Holdings Company and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified Person, on the one hand, Person and 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 TimeClosing, Holdings Pubco shall cause the Organizational Governing Documents of each Target Company, Holdings, Pubco and the Surviving Company SPAC 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 Governing Documents of the applicable Party to the extent permitted by applicable Law. The provisions of this Section 8.19 6.17 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.

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 SPAC, the Company, Holdings, and SPAC Pubco or either Merger Sub and 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 SPAC, the applicable Party Company, Pubco or a Merger Sub (the “D&O Indemnified Persons”) as provided in the their respective Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified PersonPerson and SPAC, on the one hand, and any Target Company, Holdings Pubco or SPAC, on the other handa Merger Sub, 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, Holdings Pubco shall cause the Organizational Documents of each Target Company, Holdings, Pubco and the Surviving Company 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 of, as applicable, SPAC, the applicable Party Company, Pubco or a Merger Sub to the extent permitted by applicable Law. The provisions of this Section 8.19 6.16 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.

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 the Target CompanyCompanies, Holdings, and SPAC Parent or the Merger Subs (as applicable) and 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 Target Companies, Parent or the Merger Subs (the “D&O Indemnified PersonsParties”) as provided in the their respective Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified PersonParty and the Target Companies, on Parent or the one hand, and any Target Company, Holdings or SPAC, on the other handMerger Subs, in each case as in effect on the date of this Agreement, shall survive the Closing Mergers 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, Holdings the Parent shall cause the Organizational Documents of each Target Companythe Parent, Holdings, the Surviving Corporation and the Surviving Company other Target Companies to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons Parties than are set forth as of the date of this Agreement in the Organizational Documents of the applicable Party Parent, the Merger Subs and Target Companies to the extent permitted by applicable Law. The provisions of this Section 8.19 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 Representatives.

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, Holdings, and SPAC Purchaser Parties and 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 Purchaser Parties (the “D&O Indemnified Persons”) as provided in the their respective Organizational Documents of each Target Company, Holdings and SPAC or under any indemnification, employment or other similar agreements between any D&O Indemnified Person, on the one hand, Person and any Target Company, Holdings or SPAC, on the other handPurchaser Parties, 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 LawLaw and, as of the Closing, New Pubco shall be jointly and severally liable for all such obligations. For a period of six (6) years after the Merger First Effective Time, Holdings New Pubco shall cause the Organizational Documents of each Target CompanyNew Pubco, Holdings, the First Surviving Corporation and the Second Surviving Company 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 Parties to the extent permitted by applicable Law. The provisions of this Section 8.19 6.17 shall survive the Closing consummation of the Mergers 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.representatives. 58