Common use of Managers and Officers Clause in Contracts

Managers and Officers. (a) Xxxxx acknowledges that each person that prior to the Closing served as a director, officer, manager, employee, agent, trustee, partnership representative or fiduciary of the Company or who, at the request of the Company, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (collectively, with such person’s heirs, executors or administrators, the “Target Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Governing Documents of the Company in effect as of the Execution Date (“D&O Provisions”). Xxxxx also acknowledges and agrees that: (i) such D&O Provisions are rights of contract; and (ii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the Company’s obligations, with respect to claims arising from facts or events that occurred on or before the Closing. From and after the Closing, Buyer shall not amend, repeal or otherwise modify the indemnification provisions of its Governing Documents as in effect at the Closing in any manner that would adversely affect the rights thereunder of any present or former directors, officers, employees, partners, members and agents of the Company. (b) At or prior to the Closing Date, Seller shall cause the Company to purchase and maintain in effect for a period of six (6) years thereafter a tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Company. Such tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. Concurrent with its purchase of the tail policy, the Company shall procure “run-off” coverage as provided by the Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Execution Date by such policies. Such run-off coverage shall have terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies (collectively, with the tail policy, the “Tail Policy”). No claims made under or in respect of such Tail Policy shall be settled without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed. (c) Buyer hereby covenants, for itself and its Affiliates, successors and assigns, that it and they shall not institute any action, suit or proceeding in any court or before any administrative agency or before any other tribunal against any present or former directors, officers, employees, partners, members or agents of the Company, in their capacity as such, with respect to the execution of their duties up to the termination of their appointment, including in connection with, arising out of, resulting from or in any way related to the transactions contemplated hereby, with respect to any liabilities, actions or causes of action, judgments, claims, or demands of any nature or description (consequential, compensatory, punitive or otherwise), excluding however, in each case, instances of actual fraud. (d) If Buyer or the Company or any of their respective successor or assigns (i) consolidates with or merges into another Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer or conveys all or substantially all of its assets to any Person, then, and in each case, to the extent not assumed by operation of law, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume the obligations set forth in this Section 9.5. (e) The provisions of this Section 9.5 shall survive the Closing and each Target Indemnified Person is expressly intended as a third-party beneficiary of this Section 9.5.

Managers and Officers. (a) Xxxxx Buyer acknowledges that (i) each person Person that prior to the Closing served as a director, officer, manager, employee, agent, trustee, partnership representative trustee or fiduciary of the any Company or who, at the request of the any Company, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan employee benefit plan or enterprise (collectively, with such personPerson’s heirs, executors or administrators, the “Target Company Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Governing Documents of the Company applicable Company’s governing documents in effect as of the Execution Date date hereof (“D&O Provisions”). Xxxxx also acknowledges and agrees that: , (iii) such D&O Provisions are rights of contract; contract and (iiiii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Company Indemnified Persons’ rights, or the Company’s Companies’ obligations, with respect to claims arising from facts or events that occurred on or before the Closing. From and after the Closing, Buyer shall not amend, repeal or otherwise modify the indemnification provisions of its Governing Documents as in effect at the Closing in any manner that would adversely affect the rights thereunder of any present or former directors, officers, employees, partners, members and agents of the Company. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Seller’s rights to indemnity set forth in Article X and the limitations set forth therein, Seller agrees to release, indemnify and hold harmless and forever release Buyer and its Affiliates from and against any and all Losses from Claims any Company Indemnified Person may have against the Companies or Buyer arising from facts or events that occurred on or before the Closing. (c) At or prior to the Closing Date, Seller shall cause the Company Companies to purchase (at Seller’s sole cost and expense) and thereafter Buyer shall cause the Companies to maintain in effect for a period of six (6) years thereafter thereafter, (i) a tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Company. Such Companies, which tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims Claims arising from facts or events that occurred on or before the Closing, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. Concurrent with its purchase of the tail policy, the Company shall procure policy and (ii) “run-off” coverage as provided by the any Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Execution Date date hereof by such policies. Such run-off coverage shall have policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the any Company’s existing policies (collectively, with the tail policy, the “Tail Policy”). No claims Claims made under or in respect of such Tail Policy shall be settled without the prior written consent of SellerBuyer, which shall such consent not to be unreasonably withheld, conditioned or delayed. (c) Buyer hereby covenants, for itself and its Affiliates, successors and assigns, that it and they shall not institute any action, suit or proceeding in any court or before any administrative agency or before any other tribunal against any present or former directors, officers, employees, partners, members or agents of the Company, in their capacity as such, with respect to the execution of their duties up to the termination of their appointment, including in connection with, arising out of, resulting from or in any way related to the transactions contemplated hereby, with respect to any liabilities, actions or causes of action, judgments, claims, or demands of any nature or description (consequential, compensatory, punitive or otherwise), excluding however, in each case, instances of actual fraud. (d) If Buyer or the . Each Company or any of their respective successor or assigns (i) consolidates with or merges into another Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer or conveys all or substantially all of its assets to any Person, then, and in each case, to the extent not assumed by operation of law, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume the obligations set forth in this Section 9.5. (e) The provisions of this Section 9.5 shall survive the Closing and each Target Indemnified Person is expressly intended as a third-party beneficiary of this Section 9.57.10.

Managers and Officers. (a) Xxxxx Buyer acknowledges that (i) each person that prior to the Closing served as a director, officer, manager, employee, agent, trustee, partnership representative or fiduciary of the Company any Target Group Member or who, at the request of the Companya Target Group Member, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan employee benefit plan or enterprise (collectively, with such person’s heirs, executors or administrators, the “Target Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Governing Documents of the Company Target Group in effect as of the Execution Date (“D&O Provisions”). Xxxxx also acknowledges and agrees that: , (iii) such D&O Provisions are rights of contract; contract and (iiiii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the Company’s or ARD Operating’s obligations, as applicable, with respect to claims arising from facts or events that occurred on or before the Closing. From and after the Closing, Buyer shall not amend, repeal or otherwise modify the indemnification provisions of its Governing Documents as in effect at the Closing in any manner that would adversely affect the rights thereunder of any present or former directors, officers, employees, partners, members and agents of the Company. (b) At or prior to the Closing Date, Seller shall cause the Company each of XXX Xxxxxxxxx and XXX Operating to purchase (at Buyer’s sole cost and expense) and maintain in effect for a period of six (6) years thereafter thereafter, (i) a tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Company. Such Company or ARD Operating, as applicable, which tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. Concurrent with its purchase of the tail policy, the Company shall procure policy and (ii) “run-off” coverage as provided by the Company’s or ARD Operating’s, as applicable, fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Execution Date by such policies. Such run-off coverage shall have policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s or ARD Operating’s, as applicable, existing policies (collectively, with the tail policy, the “Tail Policy”). No claims made under or in respect of such Tail Policy shall be settled without the prior written consent of Seller, which shall such consent not to be unreasonably withheld, conditioned or delayed. (c) Buyer hereby covenants, for itself and its Affiliates, successors and assigns, that it and they shall not institute any action, suit or proceeding in any court or before any administrative agency or before any other tribunal against any present or former directors, officers, employees, partners, members or agents of the Company, in their capacity as such, with respect to the execution of their duties up to the termination of their appointment, including in connection with, arising out of, resulting from or in any way related to the transactions contemplated hereby, with respect to any liabilities, actions or causes of action, judgments, claims, or demands of any nature or description (consequential, compensatory, punitive or otherwise), excluding however, in each case, instances of actual fraud. (d) If Buyer or the Company a Target Group Member or any of their respective successor or assigns (i) consolidates with or merges into another Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfer or conveys all or substantially all of its assets to any Person, then, and in each case, to the extent not assumed by operation of law, Buyer shall use commercially reasonable efforts to make proper provision shall be made so that the successors and assigns of Buyer or the Companya Target Group Member, as the case may be, shall assume the obligations set forth in this Section 9.59.6, provided, that nothing in this Section 9.6(c) shall relieve Buyer from its obligation to cause the Tail Policy to remain in full force and effect. (ed) The provisions of this Section 9.5 9.6 shall survive the Closing and each Target Indemnified Person is expressly intended as a third-party beneficiary of this Section 9.59.6.

Managers and Officers. (a) Xxxxx Purchaser acknowledges that (i) each person that prior to the Closing served as a director, officer, manager, employee, agent, trustee, partnership representative trustee or fiduciary of the any Acquired Company or who, at the request of the any Acquired Company, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan employee benefit plan or enterprise (collectively, with such person’s heirs, executors or administrators, the “Target Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Governing Company Organizational Documents of or the Company Asset Management Agreements in effect as of the Execution Date date hereof (“D&O Provisions”). Xxxxx also acknowledges and agrees that: , (iii) such D&O Provisions are rights of contract; contract and (iiiii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the any Acquired Company’s obligations, with respect to claims arising from facts or events that occurred on or before the Closing. From and after the Closing, Buyer shall not amend, repeal or otherwise modify the indemnification provisions of its Governing Documents as in effect at the Closing in any manner that would adversely affect the rights thereunder of any present or former directors, officers, employees, partners, members and agents of the Company. (b) At or prior to the Closing Date, Seller each Acquired Company shall purchase or, alternatively, Purchaser shall cause to be purchased for the Company to purchase benefit of the Acquired Companies and maintain in effect for a period of six years thereafter, (6i) years thereafter a tail policy to the current policy of directors’ and officers’ liability insurance maintained by by, or for the benefit of, each Acquired Company. Such , which tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. Concurrent with its purchase of the tail policy, the Company shall procure policy and (ii) “run-run off” coverage as provided by the Company’s fiduciary and employee benefit policiespolicies of, or applicable to, the Acquired Companies, in each case, covering those Persons who are covered on the Execution Date date hereof by such policies. Such run-off coverage shall have policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies of, or applicable to, each Acquired Company (collectively, with the tail policy, the “Tail Policy”). No claims made under or in respect of such Tail Policy shall be settled without the prior written consent of Sellerthe affected officer, which shall not be unreasonably withheld, conditioned director or delayed. (c) Buyer hereby covenants, for itself and its Affiliates, successors and assigns, that it and they shall not institute any action, suit or proceeding in any court or before any administrative agency or before any other tribunal against any present or former directors, officers, employees, partners, members or agents of the Acquired Company, in their capacity as such, with respect to the execution of their duties up to the termination of their appointment, including in connection with, arising out of, resulting from or in any way related to the transactions contemplated hereby, with respect to any liabilities, actions or causes of action, judgments, claims, or demands of any nature or description (consequential, compensatory, punitive or otherwise), excluding however, in each case, instances of actual fraud. (d) If Buyer or the Company or any of their respective successor or assigns (i) consolidates with or merges into another Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer or conveys all or substantially all of its assets to any Person, then, and in each caseapplicable, to the extent not assumed by operation of law, proper provision shall be made so that permitted under the successors and assigns of Buyer or the Company, as the case may be, shall assume the obligations set forth in this Section 9.5Tail Policy. (e) The provisions of this Section 9.5 shall survive the Closing and each Target Indemnified Person is expressly intended as a third-party beneficiary of this Section 9.5.

Managers and Officers. (a) Xxxxx Parent acknowledges that (i) each person that prior to the Closing served as a director, officer, manager, employee, agent, trustee, partnership representative or fiduciary of the Company any Target Group Member or who, at the request of the Companya Target Group Member, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan employee benefit plan or enterprise (collectively, with such person’s heirs, executors or administrators, the “Target Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Governing Documents of the Company Target Group in effect as of the Execution Date (“D&O Provisions”). Xxxxx also acknowledges and agrees that: , (iii) such D&O Provisions are rights of contract; contract and (iiiii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the Company’s obligations, as applicable, with respect to claims arising from facts or events that occurred on or before the Closing. From and after the Closing, Buyer shall not amend, repeal or otherwise modify the indemnification provisions of its Governing Documents as in effect at the Closing in any manner that would adversely affect the rights thereunder of any present or former directors, officers, employees, partners, members and agents of the Company. (b) At or prior to the Closing Date, Seller Parent shall cause the Company to purchase and maintain in effect for a period of six (6) years thereafter thereafter, (i) a tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Company. Such , as applicable, which tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. Concurrent with its purchase of the tail policy, the Company shall procure policy and (ii) “run-off” coverage as provided by the Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Execution Date by such policies. Such run-off coverage shall have policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies (collectively, with the tail policy, the “Tail Policy”). No claims made under or ) provided, however, that Parent shall not be required to pay, in the aggregate, in excess of three hundred percent (300%) of the last annual premium paid by the Company prior to the date of this Agreement in respect of such the coverage contemplated by the Tail Policy. If the cost of the insurance for the Tail Policy exceeds such amount, Parent shall be settled without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayedpurchase as much coverages as is available for such amount. (c) Buyer hereby covenants, for itself and its Affiliates, successors and assigns, that it and they shall not institute any action, suit If Parent or proceeding in any court or before any administrative agency or before any other tribunal against any present or former directors, officers, employees, partners, members or agents of the Company, in their capacity as such, with respect to the execution of their duties up to the termination of their appointment, including in connection with, arising out of, resulting from or in any way related to the transactions contemplated hereby, with respect to any liabilities, actions or causes of action, judgments, claims, or demands of any nature or description (consequential, compensatory, punitive or otherwise), excluding however, in each case, instances of actual fraud. (d) If Buyer or the Company a Target Group Member or any of their respective successor or assigns (i) consolidates with or merges into another Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfer transfers or conveys all or substantially all of its assets to any Person, then, and in each case, to the extent not assumed by operation of law, Parent shall use commercially reasonable efforts to make proper provision shall be made so that the successors and assigns of Buyer Parent or the Companya Target Group Member, as the case may be, shall assume the obligations set forth in this Section 9.59.6; provided, that nothing in this Section 9.6(c) shall relieve Parent from its obligation to cause the Tail Policy to remain in full force and effect. (ed) The provisions of this Section 9.5 9.6 shall survive the Closing and each Target Indemnified Person is expressly intended as a third-party beneficiary of this Section 9.59.6.

Managers and Officers. (a) Xxxxx Buyer acknowledges that each person that Person who prior to the Closing served as a director, officer, manager, employee, agent, trustee, partnership representative officer or fiduciary employee of the Company or who, at the request of the (in all their capacities as such with respect to Company, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (collectively, with such person’s heirs, executors or administrators, the “Target Company Indemnified PersonsParties”) is entitled to indemnification, expense reimbursement and exculpation to the extent provided in the Governing Documents of the Company in effect as of the Execution Date (“D&O Provisions”). Xxxxx also acknowledges . (b) Buyer and agrees Company agree that: , until the six (i6) such D&O Provisions are rights year anniversary date of contract; and (ii) the Closing Date, the Governing Documents of Company shall contain provisions no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the Company’s obligations, less favorable with respect to claims arising from facts or events that occurred on or before indemnification of the Closing. From and after Company Indemnified Parties than the ClosingD&O Provisions, Buyer which provisions shall not amendbe amended, repeal repealed or otherwise modify the indemnification provisions of its Governing Documents as in effect at modified after the Closing in any manner that would adversely affect the rights thereunder of any present or former directors, officers, employees, partners, members and agents of the Company. (b) At or prior to the Closing Date, Seller shall cause the Company to purchase and maintain in effect for a period of six (6) years thereafter a tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Company. Such tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date Indemnified Parties with respect to claims indemnification or advancement of expenses arising from facts or events that occurred on or before the Closing, and shall contain substantially the same coverage and amounts asunless such amendment, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided modification or repeal is required by such current policy. Concurrent with its purchase of the tail policy, the Company shall procure “run-off” coverage as provided by the Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Execution Date by such policies. Such run-off coverage shall have terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies (collectively, with the tail policy, the “Tail Policy”). No claims made under or in respect of such Tail Policy shall be settled without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayedapplicable Law. (c) At or prior to the Closing, Seller shall cause Company to obtain (and fully prepay, subject to reimbursement by Buyer hereby covenants, for itself and its Affiliates, successors and assigns, that it and they shall not institute any action, suit or proceeding in any court or before any administrative agency or before any other tribunal against any present or former directors, officers, employees, partners, members or agents at Closing of one hundred percent (100%) of the Companypremium thereof), in their capacity a “tail” policy from an insurer with substantially the same or better credit rating as such, the current carrier(s) for the existing D&O Insurance of Company that provides coverage for acts or omissions occurring prior to the Effective Time covering each Person covered by the D&O Insurance of the Company as of the Effective Time on terms with respect to coverage and in amounts no less favorable in the execution aggregate than the D&O Insurance of their duties up to Company in effect on the termination Execution Date and with a term of their appointmentsix (6) years from the Effective Time; provided, including in connection with, arising out of, resulting from or in any way related to the transactions contemplated hereby, with respect to any liabilities, actions or causes of action, judgments, claims, or demands of any nature or description (consequential, compensatory, punitive or otherwise), excluding however, in each case, instances of actual fraud. (d) If that Buyer or the and/or Company or any of their respective successor or assigns (i) consolidates with or merges into another Person and shall not be required to pay an annual premium for the continuing or surviving corporation or entity D&O Insurance in excess of three hundred percent (300%) of the existing annual premium currently paid by Company for such coverage; and provided, further, however, that if any annual premium for such insurance coverage exceeds three hundred percent (300%) of such consolidation or merger or (ii) transfer or conveys all or substantially all of existing annual premium, Buyer shall obtain as much coverage as reasonably practicable for a cost not exceeding such amount. From and after the Closing, Buyer shall cause such policy to be maintained in full force and effect, for its assets to any Person, thenfull term, and in each case, cause all obligations thereunder to the extent not assumed be honored by operation of law, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume the obligations set forth in this Section 9.5. (e) The provisions of this Section 9.5 shall survive the Closing and each Target Indemnified Person is expressly intended as a third-party beneficiary of this Section 9.5.

Managers and Officers. (a) Xxxxx acknowledges Purchasers acknowledge and agree that each person that prior all rights to the Closing served as a directorindemnification, officerexpense advancement, managerand exculpation for actions or omissions of all current and former directors, employee, agent, trustee, partnership representative or fiduciary managers and officers of the Company or who, at the request of the Company, served as a director, officer, manager, member, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise Acquired Companies (collectively, with such person’s heirs, executors or administrators, the “Target Indemnified Persons”) is entitled to indemnification, expense reimbursement and exculpation occurring at or prior to the extent provided Closing, as set forth in the Governing Acquired Companies Organizational Documents of the Company as in effect as of on the Execution Closing Date (“D&O Provisions”). Xxxxx also acknowledges shall survive the Closing and agrees that: (i) such D&O Provisions are rights of contract; shall continue in full force and (ii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the Company’s obligations, with respect to claims arising from facts or events that occurred on or before the Closingeffect. From and after the ClosingClosing Date until the sixth anniversary thereof, Buyer Purchasers shall (and shall cause the Acquired Companies to) maintain the provisions with respect to indemnification, expense advancement and exculpation of the Indemnified Persons as set forth in the Acquired Companies Organizational Documents as of the Closing Date, which provisions shall not amendbe terminated, repeal amended, repealed or otherwise modify the indemnification provisions of its Governing Documents as in effect at the Closing modified in any manner that would adversely affect with respect to the rights thereunder of any present Indemnified Person unless such Acquired Companies Organizational Document (after giving effect to such amendment or former directors, officers, employees, partners, members restatement) would provide for indemnification and agents exculpation of the CompanyIndemnified Persons at least to the same extent that such indemnification and exculpation would be provided for under its Acquired Companies Organizational Documents in effect on the Closing Date. Any claims for indemnification, advancement of expenses or exculpation pursuant to such Acquired Companies Organizational Documents as to which Purchasers or any Acquired Company has received written notice before the sixth anniversary of the Closing Date will survive until such claims have been finally adjudicated, settled or otherwise resolved. (b) At On or prior to the Closing Date, Seller the Acquired Companies shall cause the Company to purchase and maintain in effect for obtain a period of six (6) years thereafter a tail policy to the current policy of non-cancelable run-off directors’ and officers’ liability insurance maintained by the Company. Such or a tail insurance policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. Concurrent with its purchase of the tail policy, the Company shall procure “run-off” coverage as provided by the Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Execution Date by such policies. Such run-off coverage shall have terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies (collectively, with the tail policy, the “Tail Policy”), which shall, for a period of six years after the Closing Date, provide insurance coverage at the level and scope of coverage as the terms provided for in Section 7.04 of the Sellers Disclosure Schedule. No claims made under or in respect of such The fees and expenses related to obtaining the Tail Policy shall be settled without split equally between the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayedSellers and Purchasers with the portion borne by the Sellers being treated as a Company Transaction Expense. (c) Buyer hereby covenantsIf either Purchaser, for itself and its Affiliates, successors and assigns, that it and they shall not institute any action, suit or proceeding in any court or before any administrative agency or before any other tribunal against any present or former directors, officers, employees, partners, members or agents of the CompanyAcquired Companies, in their capacity as such, with respect to the execution of their duties up to the termination of their appointment, including in connection with, arising out of, resulting from or in any way related to the transactions contemplated hereby, with respect to any liabilities, actions or causes of action, judgments, claims, or demands of any nature or description (consequential, compensatory, punitive or otherwise), excluding however, in each case, instances of actual fraud. (d) If Buyer or the Company or any of their respective successor successors or assigns (i) consolidates with or merges into another any other Person and shall will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer or conveys transfers all or substantially all of its assets to any Person, then, and in each such case, to the extent not assumed by operation of law, such Purchaser shall cause proper provision shall to be made so that the successors and assigns of Buyer such Purchaser or the Company, as the case may be, shall such Acquired Company will assume the obligations set forth in this Section 9.57.04. (e) The provisions of this Section 9.5 shall survive the Closing and each Target Indemnified Person is expressly intended as a third-party beneficiary of this Section 9.5.