Common use of Indemnification of Managers and Officers Clause in Contracts

Indemnification of Managers and Officers. (a) After Closing, neither Buyer nor the Company nor the Company’s members shall amend, repeal or otherwise modify the Governing Documents of the Company or manage the Company in any manner that would affect adversely the rights thereunder of persons who at and any time prior to the Closing Date were members, managers, officers, employees or agents of the Company or which would affect any elimination from liability of any such Persons. After Closing, Buyer shall, and shall cause the Company to, honor any indemnification arrangements between the Company and any of its members, managers, officers, employees or agents. To the extent not already in existence, member, manager and officer indemnification agreements in the form attached hereto as Exhibit 7.7 will be executed by the Company in favor of each of the Company’s members, managers, officers, employees or agents prior to the consummation of the transactions contemplated hereby. In the event any claim or claims are asserted or made pursuant to the indemnification rights set forth in this Section 7.7, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Any determination required to be made with respect to whether a person’s conduct complies with the applicable standard of conduct shall be made by independent legal counsel selected by any such member, manager, officer, employee or other agent and reasonably acceptable to Buyer. (b) Prior to the Closing, the Company will purchase a six (6) year directors’ and officers’ liability insurance and fiduciary liability insurance (a “Tail Policy”) covering the managers and officers of the Company who are currently covered by any existing directors’ and officers’ liability insurance or fiduciary liability insurance policies applicable to the Company and Buyer will take no action which would interfere with the benefit of such Tail Policy during such term.

Indemnification of Managers and Officers. (a) After ClosingFrom the Closing through the sixth anniversary of the Closing Date, neither Buyer nor the Company nor the Company’s members shall amendindemnify and hold harmless each person who is now, repeal or otherwise modify the Governing Documents of the Company or manage the Company in any manner that would affect adversely the rights thereunder of persons who has been at and any time prior to the date hereof, or who becomes prior to the Closing Date were membersDate, managers, officers, employees a manager or agents officer of the Company or which would affect any elimination from liability predecessor thereof (“Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or manager of the Company or any of its Subsidiaries or any predecessor thereof, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent that indemnification is available under Delaware General Corporation Law for officers and directors of Delaware corporations. Each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Persons. After Closingclaim, Buyer shallaction, and shall cause suit, proceeding or investigation from the Company to, honor any indemnification arrangements between the Company and any within five (5) Business Days of its members, managers, officers, employees or agents. To the extent not already in existence, member, manager and officer indemnification agreements in the form attached hereto as Exhibit 7.7 will be executed receipt by the Company in favor from the Company Indemnified Party of each of the Company’s members, managers, officers, employees or agents prior to the consummation of the transactions contemplated hereby. In the event any claim or claims are asserted or made pursuant to the indemnification rights set forth in this Section 7.7, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Any determination required to be made with respect to whether a person’s conduct complies with the applicable standard of conduct shall be made by independent legal counsel selected by any such member, manager, officer, employee or other agent and reasonably acceptable to Buyerrequest therefor. (b) Prior to At the Closing, the Company will purchase a shall obtain, and the Purchaser shall cause the Company to maintain, at no expense to the beneficiaries, in effect for six (6) year years from the Closing Date directors’ and officers’ liability insurance policies with respect to matters existing or occurring at or prior to the Closing Date (including the Transaction) with coverage in amount and fiduciary liability scope at least as favorable to such beneficiaries as the Company’s existing coverage. The cost of such insurance (a “Tail Policy”) covering the managers and officers policies shall be paid at Closing as part of the Company who Transaction Expenses. (c) The Company shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the persons referred to in this Section 7.5 in connection with their enforcement of their rights provided in this Section 7.5. (d) The provisions of this Section 7.5 are currently covered by any existing directors’ and officers’ liability insurance or fiduciary liability insurance policies applicable intended to be in addition to the rights otherwise available to the Company Indemnified Parties by law, statute, by-law or agreement, and Buyer will take no action which would interfere with shall operate for the benefit of, and shall be enforceable by, each of such Tail Policy during such termthe Company Indemnified Parties, their heirs and their representatives.

Indemnification of Managers and Officers. (a) After ClosingParent shall cause the Surviving Company to honor the provisions, neither Buyer nor to the Company nor extent they are enforceable under applicable Law, regarding (i) exculpation of managers, (ii) limitation of liability of managers and officers and (iii) indemnification and advancement of expenses, in each case, contained in the Company’s members shall amend, repeal or otherwise modify the and its Subsidiaries’ Governing Documents of or any employment Contract between the applicable Covered Affiliate and the Company or manage the Company any of its Subsidiaries, in any manner that would affect adversely the rights thereunder of persons who at and any time each case as in effect immediately prior to the Closing Date were members, managers, officers, employees or agents of the Company or which would affect any elimination from liability of any such Persons. After Closing, Buyer shall, and shall cause the Company to, honor any indemnification arrangements between the Company and any of its members, managers, officers, employees or agents. To the extent not already in existence, member, manager and officer indemnification agreements in the form attached hereto as Exhibit 7.7 will be executed by the Company in favor of each of the Company’s members, managers, officers, employees or agents prior to the consummation of the transactions contemplated hereby. In the event any claim or claims are asserted or made pursuant to the indemnification rights set forth in this Section 7.7, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Any determination required to be made Effective Time with respect to whether a person’s conduct complies with the applicable standard of conduct shall be made by independent legal counsel selected by any such member, manager, officer, employee or other agent and reasonably acceptable to BuyerD&O Indemnitees. (b) Prior to the Closing, Company shall, in consultation with Parent and at Parent’s expense, obtain and fully pay for “tail” insurance policies (such policies, the Company will purchase “D&O Tail Policy”) with a claims period of at least six (6) year years from the Closing Date with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (a “Tail Policy”) covering the managers and officers of the Company those Persons who are currently covered by Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policy on terms not less favorable than such existing insurance coverage; provided, however, that in the event that any claim is brought under such director’s and officer’s liability insurance policies, Parent shall cause the Surviving Company to maintain the D&O Tail Policy until final disposition thereof; provided, further that Company shall not pay premiums for such D&O Tail Policy in excess of an aggregate amount of 300% of the last annual premiums paid by Company or its Subsidiaries prior to the date of this Agreement for its existing directors’ and officers’ liability insurance or fiduciary liability insurance policies applicable absent the prior written consent of Parent (which may be withheld in Parent’s sole discretion), and in such a case shall purchase as much coverage as reasonably practicable for such 300% aggregate amount. (c) From and after the Closing Date, Parent shall, and shall cause the Surviving Company and its Subsidiaries (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law, (a) indemnify and hold harmless (and release from any liability to Company or its Subsidiaries), the D&O Indemnitees against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (“D&O Costs”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such Person is or was a manager, officer, employee or agent of Company or its Subsidiaries or Covered Affiliates arising out of acts or omissions occurring in such capacities on or prior to the Closing Date (including without limitation, in respect of acts or omissions in connection with this Agreement and Buyer will take no action which would interfere the transactions contemplated by this Agreement) (a “D&O Indemnifiable Claim”) and (b) advance to such D&O Indemnitees all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the benefit D&O Indemnifying Party has assumed the defense of such Tail Policy during claim) promptly after receipt of reasonably detailed statements therefor. Any D&O Indemnifiable Claim shall continue until such termD&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.7(c), “D&O Expenses” shall include reasonable attorneys’ fees and all other reasonable costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, judgments and amounts paid in settlement (which items are included in the definition of D&O Costs).