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 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 (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 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 Closing, Pubco shall cause the Organizational Documents of Pubco, the Surviving Subsidiary and each Target 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, as applicable, the applicable Purchaser Party or the applicable Target Company to the extent permitted by applicable Law. The provisions of this Section 6.17 shall survive the 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).

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 the Purchaser, Merger Sub or a any 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 the Purchaser, Merger Sub or a 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 a Purchaser Party the Purchaser, Merger Sub or a 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 ClosingEffective Time, Pubco the Purchaser shall cause the Organizational Documents of Pubco, the Purchaser and the Surviving Subsidiary and each Target 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 ofof the Purchaser, as applicable, Merger Sub and the applicable Purchaser Party or the applicable Target Company Companies to the extent permitted by applicable Law. The provisions of this Section 6.17 5.18 shall survive the 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).55

Indemnification of Directors and Officers; Tail Insurance. (a) The For a period of six (6) years commencing at the Effective Time, 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 the Company, Purchaser Party or a Target Company Merger Sub 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 the Company, Purchaser Party or a Target Company Merger Sub (the “D&O Indemnified PersonsParties”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person Party and a the Company, Purchaser Party or a Target CompanyMerger Sub, in each case as in effect on the date of this Agreement, shall survive the Closing Merger and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Laweffect. For a period of six (6) years after commencing at the ClosingEffective Time, Pubco the Purchaser shall cause the Organizational Documents of Pubco, the Purchaser and the Surviving Subsidiary and each Target Company Corporation 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 ofof Purchaser and the Company, as applicablerespectively, the applicable Purchaser Party or the applicable Target Company to the extent permitted by applicable Law, and during such six-year period such provision shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. The provisions of this Section 6.17 5.18 shall survive the 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 Parties 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).44

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 the Surviving Entity, PubCo, the Merger Sub and the 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 the Surviving Entity, PubCo, Merger Sub and 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 a Purchaser Party the Surviving Entity, PubCo, Merger Sub, or a Target Company, 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 ClosingExchange Effective Time, Pubco PubCo shall cause the Organizational Documents of Pubco, PubCo and the Surviving Subsidiary and each Target Company Entity 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, as applicable, the applicable Purchaser Party or the applicable Target Company of PubCo to the extent permitted by applicable Law. The provisions of this Section 6.17 8.17 shall survive the consummation of the Merger and the other transactions contemplated by this Agreement Exchange 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 whom 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 a third-party beneficiary of the obligations set forth in provisions of this Section 6.17(a)8.17.

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 a the Target Companies, any Purchaser Party or a Target Company and each Person who served as a director, manager, 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 Target Company or a Purchaser Party or a 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 a Purchaser Party Target Company or a Target CompanyPurchaser Party, 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 ClosingEffective Time, Pubco shall cause the Organizational Documents of Pubco, Pubco and the Surviving Subsidiary and each Target 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, as applicable, of the applicable Target Companies and the Purchaser Party or the applicable Target Company Parties to the extent permitted by applicable Law. The provisions of this Section 6.17 5.17 shall survive the consummation of the Merger and the other transactions contemplated by this Agreement 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. 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).

Indemnification of Directors and Officers; Tail Insurance. (a) The For a period of six (6) years commencing at the Effective Time, 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 the Company, Purchaser Party or a Target Company Merger Sub 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 the Company, Purchaser Party or a Target Company Merger Sub (the “D&O Indemnified PersonsParties”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person Party and a the Company, Purchaser Party or a Target CompanyMerger Sub, in each case as in effect on the date of this Agreement, shall survive the Closing Merger and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Laweffect. For a period of six (6) years after commencing at the ClosingEffective Time, Pubco the Purchaser shall cause the Organizational Documents of Pubco, the Purchaser and the Surviving Subsidiary and each Target Company Corporation 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 ofof Purchaser and the Company, as applicablerespectively, the applicable Purchaser Party or the applicable Target Company to the extent permitted by applicable Law, and during such six-year period such provision shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. The provisions of this Section 6.17 5.18 shall survive the 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 Parties 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).