Common use of Officers’ and Directors’ Indemnification Clause in Contracts

Officers’ and Directors’ Indemnification. (a) The Buyer agrees that all rights to indemnification or exculpation existing in favor of each present and former director or officer of the Company and/or its Subsidiaries provided for in their respective Organizational Documents in effect as of the date hereof shall continue in full force and effect, or shall be replaced with rights that are no less favorable, for a period of six (6) years from the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Buyer further agrees that all rights to indemnification or exculpation existing in favor of each present and former director or officer of the Company and/or its Subsidiaries in respect of acts or omissions occurring prior to the Closing Date provided in any written indemnification agreements between the Company and/or one or more of its Subsidiaries, on the one hand, and any such director or officer, on the other hand, shall survive Closing and shall continue in full force and effect in accordance with their terms. (b) The obligations under this Section 7.10 shall not be terminated or modified in such a manner as to adversely affect any present or former director or officer of the Company and/or its Subsidiaries to whom this Section 7.10 applies (each, a “D&O Indemnified Party”) without the consent of such D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties shall be third party beneficiaries of this Section 7.10 and shall be entitled to enforce the covenants contained herein). (c) In the event the Buyer or the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary proper provision shall be made so that the successors and assigns of the Buyer or the Company may assume the obligations set forth in this Section 7.10. (d) At or prior to Closing, the Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to the Company’s existing directors’ and officers’ liability insurance for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for six (6) years following Closing (including with respect to acts or omission occurring in connection with this Agreement and consummation of the transactions contemplated hereby). The cost of the premiums for such “tail” prepaid insurance policy (the “D&O Tail Costs”) shall be treated as a Selling Expense.

Officers’ and Directors’ Indemnification. (a) The Buyer agrees Each of Parent and Sub agree that all rights to indemnification or exculpation existing in favor of of, and all limitations on the personal liability of, each present and former director or officer director, officer, employee, fiduciary and agent of the Company and/or its and the Company Subsidiaries (each, a “Company Indemnitee”) provided for in their respective Organizational Charter Documents in effect as of the date hereof shall continue in full force and effect, or shall be replaced with rights that are no less favorable, effect for a period of six (6) years from the Closing DateEffective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Buyer further agrees that all rights From and after the Effective Time, Parent and the Surviving Corporation also agree to indemnification or exculpation existing in favor of each indemnify and hold harmless the present and former director or officer officers and directors of the Company and/or its and the Company Subsidiaries in respect of acts or omissions occurring prior to the Closing Date Effective Time to the extent provided in any written indemnification agreements between the Company and/or one or more of its Subsidiaries, on the one hand, Company Subsidiaries and any such director or officer, on the other hand, shall survive Closing officers and shall continue in full force and effect in accordance with their termsdirectors. (b) The obligations under this Section 7.10 shall not be terminated or modified in such a manner as to adversely affect any present or former director or officer of the Company and/or its Subsidiaries to whom this Section 7.10 applies (each, a “D&O Indemnified Party”) without the consent of such D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties shall be third party beneficiaries of this Section 7.10 and shall be entitled to enforce the covenants contained herein). (c) In the event the Buyer or the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Prior to the extent necessary proper provision shall be made so that the successors and assigns of the Buyer or the Company may assume the obligations set forth in this Section 7.10. (d) At or prior to ClosingEffective Time, the Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers in a form acceptable to the Company that shall provide such directors and officers with coverage for six (6) years following Closing (including with respect to acts or omission occurring in connection with this Agreement the Effective Time of not less than the existing coverage and consummation of have other terms not materially less favorable to, the transactions contemplated hereby). The cost of insured persons than the premiums for such “tail” prepaid directors’ and officers’ liability insurance policy coverage presently maintained by the Company (the “D&O Tail CostsPolicy”). Parent shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (c) The obligations under this Section 5.12 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.12 applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.12 applies shall be treated as a Selling Expensethird party beneficiaries of this Section 5.12 and shall be entitled to enforce the covenants contained herein).

Officers’ and Directors’ Indemnification. (ai) The Buyer agrees that all rights to indemnification or exculpation existing in favor of of, and all limitations on the personal liability of, each present and former director or officer of the Company and/or its Subsidiaries NAME Indemnified Person provided for in their respective Organizational Documents in effect as the organizational documents of the date hereof members of the NAME Group, as applicable or the agreements set forth in Section 4(t) of the Disclosure Schedule shall continue in full force and effect, and the organizational documents of the NAME Group shall provide substantially the same rights to indemnification or shall be replaced with rights exculpation that are no less favorableset forth in the organizational documents as of the date hereof, for a period of six (6) years from the Closing Dateand, in each case, shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights of any NAME Indemnified Person thereunder; provided, however, that all rights to indemnification in respect of any claims asserted or made within such six-year period shall continue until the disposition of such claim. The ; provided, further, that to the extent any member of the NAME Group is dissolved, Buyer further agrees shall ensure that all the NAME Indemnified Persons of the dissolved entity are given identical rights to indemnification or exculpation existing in favor of each present and former director or officer from another member of the Company and/or NAME Group or Parent or one of its Subsidiaries in other subsidiaries. (ii) Prior to the Closing, the NAME Group shall purchase on behalf of the NAME Group a D&O tail policy with respect to the operation of acts or omissions occurring the Business prior to the Closing Date provided Closing, which tail policy shall be in any written indemnification agreements between a form reasonably acceptable to the Company and/or one or more of its SubsidiariesBuyer, and for a six (6) year period commencing on the one hand, and any Closing Date. The NAME Group shall be the named beneficiary of such director or officer, on the other hand, shall survive Closing and shall continue in full force and effect in accordance with their termsinsurance policy. (biii) The obligations under this Section 7.10 4(t) shall not be terminated or modified in such a manner as to adversely affect any present or former director or officer of the Company and/or its Subsidiaries NAME Indemnified Person to whom this Section 7.10 4(t) applies (each, a “D&O Indemnified Party”) without the prior written consent of such D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties shall be third party beneficiaries of this Section 7.10 and shall be entitled to enforce the covenants contained herein)Sellers. (civ) In the event any member of the Buyer or the Company NAME Group or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary proper provision provisions shall be made so that the successors and assigns of the Buyer or member of the Company NAME Group, as the case may be, assume the obligations set forth in this Section 7.104(t). (d) At or prior to Closing, the Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to the Company’s existing directors’ and officers’ liability insurance for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for six (6) years following Closing (including with respect to acts or omission occurring in connection with this Agreement and consummation of the transactions contemplated hereby). The cost of the premiums for such “tail” prepaid insurance policy (the “D&O Tail Costs”) shall be treated as a Selling Expense.

Officers’ and Directors’ Indemnification. (a) The Buyer agrees Each of Parent and Sub agree that all rights to indemnification or exculpation existing in favor of of, and all limitations on the personal liability of, each present and former director or officer director, officer, employee, fiduciary and agent of the Company and/or its and the Company Subsidiaries (each, a “Company Indemnitee”) provided for in their respective Organizational Charter Documents in effect as of the date hereof shall continue in full force and effect, or shall be replaced with rights that are no less favorable, effect for a period of six (6) years from the Closing DateEffective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Buyer further agrees that all rights From and after the Effective Time, Parent and the Surviving Corporation also agree to indemnification or exculpation existing in favor of each indemnify and hold harmless the present and former director or officer officers and directors of the Company and/or its and the Company Subsidiaries in respect of acts or omissions occurring prior to the Closing Date Effective Time to the extent provided in any written indemnification agreements between the Company and/or one or more of its Subsidiaries, on the one hand, Company Subsidiaries and any such director or officer, on the other hand, shall survive Closing officers and shall continue in full force and effect in accordance with their termsdirectors. (b) The obligations under this Section 7.10 shall not be terminated or modified in such a manner as to adversely affect any present or former director or officer of the Company and/or its Subsidiaries to whom this Section 7.10 applies (each, a “D&O Indemnified Party”) without the consent of such D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties shall be third party beneficiaries of this Section 7.10 and shall be entitled to enforce the covenants contained herein). (c) In the event the Buyer or the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Prior to the extent necessary proper provision shall be made so that the successors and assigns of the Buyer or the Company may assume the obligations set forth in this Section 7.10. (d) At or prior to ClosingEffective Time, the Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s and its Subsidiaries’ directors and officers in a form acceptable to the Company that shall provide such directors and officers with coverage for six (6) years following Closing (including with respect to acts or omission occurring in connection with this Agreement the Effective Time of not less than the existing coverage and consummation of have other terms not materially less favorable to, the transactions contemplated hereby). The cost of insured persons than the premiums for such “tail” prepaid directors’ and officers’ liability insurance policy coverage presently maintained by the Company (the “D&O Tail CostsPolicy”). Parent shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (c) The obligations under this Section 4.6 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 4.6 applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 4.6 applies shall be treated as a Selling Expensethird party beneficiaries of this Section 4.6 and shall be entitled to enforce the covenants contained herein).

Officers’ and Directors’ Indemnification. (a) The Buyer agrees Parent and MergerCo agree that all rights to indemnification or exculpation existing in favor of of, and all limitations on the personal liability of, each present and former director or officer director, officer, employee, fiduciary and agent of the Company and/or its Subsidiaries provided for in their respective Organizational Documents the Certificate of Incorporation or By-laws or otherwise in effect as of the date hereof shall continue in full force and effect, or shall be replaced with rights that are no less favorable, effect for a period of six (6) years from the Closing DateEffective Time; provided, however, that all rights to indemnification in respect of any claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such claimClaim. The Buyer further agrees that all rights From and after the Effective Time, Parent and the Surviving Corporation also agree to indemnification or exculpation existing in favor of each indemnify and hold harmless the present and former director or officer officers and directors of the Company and/or its Subsidiaries in respect of acts or omissions occurring prior to the Closing Date Effective Time to the extent provided in any written indemnification agreements between with the Company and/or one or more of its Subsidiaries, on the one hand, and any such director or officer, on the other hand, shall survive Closing and shall continue in full force and effect in accordance with their termsCompany. (b) Prior to the Closing, the Company shall purchase a six-year tail policy extending its existing directors’ and officers’ liability coverage. (c) The obligations under this Section 7.10 7.7 shall not be terminated or modified in such a manner as to adversely affect any present or former director or officer of the Company and/or its Subsidiaries Person to whom this Section 7.10 7.7 applies (each, a “D&O Indemnified Party”) without the consent of such D&O Indemnified Party affected Person (it being expressly agreed that the D&O Indemnified Parties to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.10 7.7 and shall be entitled to enforce the covenants contained herein). (cd) In the event the Buyer Parent or the Company Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary under applicable law proper provision shall be made so that the successors and assigns of the Buyer Parent or the Company Surviving Corporation, as the case may be, assume the obligations set forth in this Section 7.107.7. (d) At or prior to Closing, the Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to the Company’s existing directors’ and officers’ liability insurance for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for six (6) years following Closing (including with respect to acts or omission occurring in connection with this Agreement and consummation of the transactions contemplated hereby). The cost of the premiums for such “tail” prepaid insurance policy (the “D&O Tail Costs”) shall be treated as a Selling Expense.

Officers’ and Directors’ Indemnification. (a) The Buyer For four years from and after the Effective Time, DePuy agrees that all rights to indemnification or exculpation existing in favor of each present indemnify and former director or officer hold harmless the officers and directors of the Company and/or its Subsidiaries provided for in their respective Organizational Documents in effect to the same extent such persons are indemnified as of the date of this Agreement pursuant to the Articles and Regulations as in effect on the date hereof shall continue in full force and effect, or shall be replaced with rights that are no less favorable, for a period of six (6) years from the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Buyer further agrees that all rights to indemnification or exculpation existing in favor of each present and former director or officer of the Company and/or its Subsidiaries in respect of acts or omissions occurring at or prior to the Closing Date provided in any written indemnification agreements between the Company and/or one or more of its Subsidiaries, on the one hand, and any such director or officer, on the other hand, shall survive Closing and shall continue in full force and effect in accordance with their termsEffective Time. (b) The obligations under this Section 7.10 shall not be terminated or modified in such a manner as to adversely affect any present or former director or officer of the Company and/or its Subsidiaries to whom this Section 7.10 applies (each, a “D&O Indemnified Party”) without the consent of such D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties shall be third party beneficiaries of this Section 7.10 and shall be entitled to enforce the covenants contained herein). (c) In the event the Buyer or the Company DePuy or any of their respective its successors or assigns (i) consolidates with or merges into any other Person person and shall will not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.3, proper provision shall will be made so that the successors and assigns of the Buyer or the Company may DePuy assume the obligations set forth in this Section 7.106.3 and none of the actions described in clauses (i) or (ii) will be taken until such provision is made. (c) Any person seeking indemnification under this Section 6.3 shall be entitled to such indemnification only if such person notifies DePuy promptly after such person becomes aware of any claim, action, suit or proceeding in respect of which such person is making a claim hereunder and cooperates in the defense thereof. Absent a conflict of interest under standards of professional conduct, DePuy is entitled to select counsel to represent the indemnitee, which selection must be approved by the indemnitee, such approval not to be unreasonably withheld. So long as the proceeding (or settlement) involves only the payment of money by DePuy, DePuy is entitled to control the conduct of the proceeding. (d) At or prior to Closing, Present and former officers and directors of the Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to the Company’s existing directors’ and officers’ liability insurance for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for six (6) years following Closing (including with respect to acts or omission occurring in connection with this Agreement and consummation are intended third-party beneficiaries of the transactions contemplated hereby). The cost of the premiums for provisions set forth in this Section 6.3 and will be entitled to enforce such “tail” prepaid insurance policy (the “D&O Tail Costs”) shall be treated as a Selling Expenseprovisions against DePuy and their successors and assigns.