Common use of Officers and Directors Liability Clause in Contracts

Officers and Directors Liability. (a) From and after the Closing Date, Purchaser shall cause the Company and the Subsidiaries to: (i) maintain in effect for a period of six (6) years from the Closing Date those provisions (the “Indemnification Provisions”) contained in each of Company’s and/or a Subsidiary’s organizational documents which are in effect on the Closing Date to the extent such provisions provide for the Company or a Subsidiary to indemnify and hold harmless each present or former officer, director, or shareholder or partner of the Company or any Subsidiary or any present or former officer, director, employee, agent or trustee of any Benefit Plan (each, an “Officer”) from and against any losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ fees), fines and settlements in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action by or omission of such Officer occurring on or prior to the Closing Date whether asserted or commenced prior to, on or after the Closing Date to the full extent required or permitted by the Indemnification Provisions (each, a “D&O Claim”), other than a D&O Claim against any past or present Officer who is a Seller and which such D&O Claim has arisen or arises out of, or has related or relates to, a claim asserted by any other Seller (or such other Seller’s heirs, executors, personal representatives, successors and assigns) with respect to the transactions contemplated by this Agreement (each, a "Released D&O Claim"), all such Released D&O Claims to be released pursuant to the Seller Party Release of each Seller delivered pursuant to Section 4.02(k) at the Closing; (ii) honor such Indemnification Provisions and advance expenses to the Officers in connection with each D&O Claim other than the Released D&O Claims to the full extent required or permitted by the Indemnification Provisions; and (iii) following the Closing obtain, and for a period of six (6) years after the Closing, maintain a tail policy (the “D&O Tail Policy”) to the current director and officer liability insurance policy maintained by the Company and identified in Schedule 2.02(g). (b) The provisions of this Section 5.03 are intended to be for the benefit of, and shall be enforceable by, each of the parties described in this Section 5.03, their heirs and their personal representatives and shall be binding on all successors and permitted assigns of the Company, the Subsidiaries and Purchaser. Purchaser shall cause the surviving or resulting entity of any merger, consolidation or similar transaction involving the Company or any Subsidiary to assume the obligations of such Company or Subsidiary imposed by this Section 5.03.

Officers and Directors Liability. (a) From Prior to the Effective Time, the Company shall procure and after bind a tail insurance coverage policy (the “Tail Insurance Coverage”) for the benefit of the officers, directors and other Persons who, as of the Closing Date, Purchaser are covered by the Company’s currently effective directors’ and officers’ and other management liability insurance policy (such persons, the “Indemnified Persons”), which shall cause provide the Company and Indemnified Persons with coverage in respect of acts or omissions occurring at or prior to the Subsidiaries to: (i) maintain in effect Effective Time for a period of six (6) years from following the Closing Date those provisions (the “Indemnification Provisions”) contained Effective Time in each of Company’s and/or a Subsidiary’s organizational documents which are in effect on the Closing Date an amount not less than, and that shall have other terms not materially less favorable to the extent such Indemnified Persons than, the directors’ and officers’ and other management liability insurance coverage presently maintained by the Company. Purchaser shall cause the Surviving Corporation to maintain the Tail Insurance Coverage in full force and effect and continue to honor the obligations thereunder until the sixth anniversary of the Effective Time. The Indemnified Persons are third party beneficiaries of this provision. (b) Purchaser agrees to cause the Surviving Company to honor in accordance with their terms the provisions provide for of the Company or a Subsidiary indemnification agreements listed in Exhibit G hereto with respect to indemnify indemnification of officers, directors, employees and hold harmless each present or former officer, director, or shareholder or partner agents of the Company or any Subsidiary or any present or former officer, director, employee, agent or trustee of any Benefit Plan (each, an “Officer”) from and against any losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ feesprovisions relating to contributions, advancement of expenses and the like if covered under such indemnification agreements) and agrees that prior to the six year anniversary of the Effective Time, such rights shall not be modified or amended except as required by Law, unless such modification or amendment expands the rights of the foregoing persons to indemnification (including with respect to contribution, advancement of expenses and the like), fines and settlements in connection with . Purchaser acknowledges that any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to claims for indemnification made by any action by or omission of such Officer occurring indemnified person on or prior to the Closing Date whether asserted or commenced prior tosixth anniversary of the Effective Time and covered under such indemnification agreements shall survive such sixth anniversary until the final resolution thereof. The foregoing Persons, on or after who may be identified within the Company’s Organizational Documents, are third party beneficiaries of this provision. (c) Xxxxxxxxx agrees that as of the Closing and until the last Milestone Target Date to (the full extent required or permitted by the Indemnification Provisions (each, a “D&O ClaimMilestones Period”), other than a D&O Claim against any past or present Officer who is a Seller and which such D&O Claim has arisen or arises out of, or has related or relates to, a claim asserted by any other Seller (or such other Seller’s heirs, executors, personal representatives, successors and assigns) with respect to the transactions contemplated by this Agreement (each, a "Released D&O Claim"), all such Released D&O Claims to be released pursuant to the Seller Party Release of each Seller delivered pursuant to Section 4.02(k) at the Closing; (ii) honor such Indemnification Provisions and advance expenses to the Officers in connection with each D&O Claim other than the Released D&O Claims to the full extent required or permitted by the Indemnification Provisions; and (iii) following the Closing obtain, and for a period of six (6) years after the Closing, maintain a tail policy (the “D&O Tail Policy”) to the current director and officer liability insurance policy maintained by Purchaser will provide the Company such financing and identified suitable workforce and other resources which are reasonably required in Schedule 2.02(g). (b) The provisions of this Section 5.03 are intended to be order for the benefit ofCompany to achieve the Milestones, and shall according to a plan which will be enforceable by, agreed by each of the parties described in this Section 5.03, their heirs Purchaser and their personal representatives and shall be binding on all successors and permitted assigns of the Company, the Subsidiaries and Purchaser. Purchaser shall cause the surviving or resulting entity of any merger, consolidation or similar transaction involving the Company or any Subsidiary to assume during the obligations of such Company or Subsidiary imposed by this Section 5.03Pre-Closing Period.

Officers and Directors Liability. (a) From and after the Closing Date until the sixth anniversary of the Closing Date, Company shall, and Purchaser shall cause the Company and the Subsidiaries to: (i) maintain in effect for a period of six (6) years from the Closing Date those provisions (the “Indemnification Provisions”) contained in each of Company’s and/or a Subsidiary’s organizational documents which are in effect on the Closing Date honor all exculpation, advancement and indemnity obligations to the extent such provisions provide for the Company or a Subsidiary to indemnify and hold harmless each present or former officerofficers, directordirectors, or shareholder or partner managers of the Company or any Subsidiary or any present or former officer, director, employee, agent or trustee of its Subsidiaries (“D&O Indemnified Persons”) by reason of any Benefit Plan (each, an “Officer”) from and against any losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ fees), fines and settlements in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action by act or omission of such Officer occurring on or prior to the Closing Date (including any such acts or omissions which arise out of or relate to the transactions contemplated by this Agreement), whether asserted or commenced prior to, on or after the Closing Date to the full extent required or permitted by the Indemnification Provisions (each, a “D&O Claim”), other than to the full extent required or permitted by, and in accordance with, the express provisions as in effect on the date hereof of Article Sixth of the Company’s Certificate of Incorporation, Article VI of its Bylaws, under the indemnification agreements set forth on Schedule 8.2(a) between a D&O Claim against any past or present Officer who is a Seller member of the Company Group and which an Indemnified Person regarding such D&O Claim has arisen or arises out ofIndemnified Person’s indemnification rights, or has related or relates toas required by applicable Law, a claim asserted by any other Seller (or such other Seller’s heirs, executors, personal representatives, successors and assigns) with respect to the transactions contemplated by this Agreement indemnification of an Indemnified Person (each, a "Released D&O Claim"), all such Released D&O Claims to be released pursuant to the Seller Party Release of each Seller delivered pursuant to Section 4.02(k“Indemnification Provisions”) at the Closing; (ii) honor such Indemnification Provisions and advance expenses to the Officers D&O Indemnified Persons in connection with each D&O Claim other than the Released D&O Claims to the full extent required or permitted by the Indemnification Provisions; and (iii) following honor the Indemnification Provisions as contract rights in favor of the D&O Indemnified Persons, with respect to any D&O Claim. (b) All rights to exculpation and indemnification for acts or omissions occurring prior to the Closing obtain, Date now existing in favor of the D&O Indemnified Persons as provided in the Company’s organizational documents on the date hereof shall be maintained in such documents and shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of six years following the Closing Date. (6c) years after the Closing, maintain The Company will (at its sole cost and expense) obtain a tail bound and non-cancellable prepaid insurance policy (the “D&O Tail Policy”) under terms equal or better to the Company’s current director directors and officer officers liability insurance package policy maintained by that provides coverage for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Company and identified in Schedule 2.02(g)Closing. (bd) The provisions of this Section 5.03 8.2 are intended to be for the benefit of, and shall be enforceable by, each of the parties described in this Section 5.03D&O Indemnified Persons, their heirs and their personal representatives and shall be binding on all successors and permitted assigns of the Company, the Subsidiaries Company and Purchaser. Purchaser shall cause the surviving or resulting entity of any merger, consolidation or similar transaction involving any member of the Company or any Subsidiary Group to assume the obligations of such Company or Subsidiary imposed by this Section 5.038.2.

Officers and Directors Liability. (a) From and after the Closing Date, Purchaser shall cause the Company and the Subsidiaries to: (i) maintain in effect for For a period of six (6) years from after the Closing Date those provisions Date, Purchaser shall, and shall cause each member of the Company Group and Blocker, as applicable, to indemnify and hold harmless, and provide advancement of expenses to, all of the respective past and present directors, managers and officers of each member of the Company Group and Blocker (collectively, the “Indemnitees”) to the same extent the Indemnitees are entitled to be indemnified or have the right to advancement of expenses pursuant to the Organizational Documents of such member of the Company Group and Blocker, as applicable, and the indemnification agreements with such member of the Company Group or Blocker set forth on Schedule 8.3 (the “Indemnification ProvisionsAgreements”) contained ), as applicable, in each of Company’s and/or a Subsidiary’s organizational documents which are in effect existence on the Closing Date to the extent such provisions provide with, or for the Company benefit of, any Indemnitee for acts or a Subsidiary to indemnify and hold harmless each present or former officer, director, or shareholder or partner of the Company or any Subsidiary or any present or former officer, director, employee, agent or trustee of any Benefit Plan (each, an “Officer”) from and against any losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ fees), fines and settlements in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action by or omission of such Officer omissions occurring on or prior to the Closing Date whether asserted or commenced prior toDate. (b) Except as required by applicable Law, on or after the Closing Date to the full extent required or permitted by the Indemnification Provisions (each, a “D&O Claim”), other than a D&O Claim against any past or present Officer who is a Seller and which such D&O Claim has arisen or arises out of, or has related or relates to, a claim asserted by any other Seller (or such other Seller’s heirs, executors, personal representatives, successors and assigns) with respect to the transactions contemplated by this Agreement (each, a "Released D&O Claim"), all such Released D&O Claims to be released pursuant to the Seller Party Release of each Seller delivered pursuant to Section 4.02(k) at the Closing; (ii) honor such Indemnification Provisions and advance expenses to the Officers in connection with each D&O Claim other than the Released D&O Claims to the full extent required or permitted by the Indemnification Provisions; and (iii) following the Closing obtain, and for a period of six (6) years after the Closing Date, Purchaser shall not, and shall not permit the Company Group or Blocker to, amend, repeal or modify any provision providing for rights to indemnification and exculpation from liability for acts or omissions occurring on or prior to the Closing Date now existing in favor of the Indemnitees contained in the Organizational Documents of the Company Group and Blocker, as applicable, and the Indemnification Agreements, as applicable, in existence on the Closing Date with, or for the benefit of, any Indemnitee for acts or omissions occurring on or prior to the Closing Date in each case, in a manner adverse to any Indemnitee. (c) At the Closing, maintain the Company shall obtain a tail “tail” officers’ and directors’ liability insurance policy naming the Indemnitees as direct beneficiaries with a claims period of at least six (6) years from the Closing Date in respect of acts or omissions occurring on or prior to the Closing Date (such policy, the “D&O Tail Policy”) ), and such D&O Tail Policy must contain terms with respect to coverage and be in an amount not less favorable than the current director officers’ and officer directors’ liability insurance policy maintained by members of the Company Group and identified Blocker in Schedule 2.02(g).existence on the Closing Date (bd) The provisions of this Section 5.03 8.3 are intended to be for the benefit of, and shall be enforceable by, each of the parties described in this Section 5.038.3, their heirs and their personal representatives and shall be binding on all successors and permitted assigns of each member of the CompanyCompany Group, the Subsidiaries Blocker and Purchaser. Purchaser shall cause the surviving or resulting entity of any merger, consolidation or similar transaction involving any member of the Company Group or any Subsidiary Blocker to assume the obligations of such Company or Subsidiary imposed by this Section 5.038.3.

Officers and Directors Liability. (a) From and after the Closing Date, Purchaser Buyer shall cause the Company and the Subsidiaries Acquired Companies to: (i) maintain in effect for a period of six (6) years from the Closing Date Sale Time those provisions (the “"Indemnification Provisions”") contained in each of Acquired Company’s and/or a Subsidiary’s organizational documents 's Organizational Documents which are in effect on immediately prior to the Closing Date Sale Time to the extent such provisions provide for the any Acquired Company or a Subsidiary to indemnify and hold harmless each present current or former (as of the Sale Time) officer, director, or shareholder or partner manager of the an Acquired Company or any Subsidiary or any present current or former (as of the Sale Time) officer, director, employee, agent or trustee of any Benefit Plan (each, an “"Officer”") from and against any losses, claimsClaims, damages, liabilitiesLiabilities, judgments, costs, expenses (including reasonable attorneys’ ' fees), fines and settlements in connection with any threatened, pending or completed claim, action, suit, proceeding Claim or investigationProceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action by or omission of such Officer occurring on or prior to the Closing Date Sale Time, whether asserted or commenced prior to, on at or after the Closing Date Sale Time to the full extent required or permitted by the Indemnification Provisions (each, a “"D&O Claim”"), other than a D&O Claim against any past or present current Officer who is a Seller Selling Party and which such D&O Claim has arisen or arises out of, or has related or relates to, a claim asserted by any other Seller Selling Party (or such other Seller’s Selling Party's heirs, executors, personal representatives, successors and assigns) with respect to the transactions contemplated by this Agreement Contemplated Transactions (each, a "Released D&O Claim"), all such Released D&O Claims to be being released pursuant to the Seller Party Release release of each Seller delivered pursuant to Selling Party set forth in Section 4.02(k) at the Closing10.01; and (ii) honor such Indemnification Provisions and advance expenses to the Officers in connection with each D&O Claim other than the Released D&O Claims to the full extent required or permitted by the Indemnification Provisions; and (iii) following . Following the Closing Closing, Seller shall obtain, and for a period of six (6) years after the Closing, maintain a tail policy (the “"D&O Tail Policy”") to the current director and officer liability insurance policy maintained by the Company Acquired Companies and identified in Schedule 2.02(g)the attached Exhibit C; and, for clarity, the release of any Released D&O Claim shall not limit such person's rights of coverage by or recovery from the D&O Tail Policy. (b) The provisions of this Section 5.03 9.04 are intended to be for the benefit of, and shall be enforceable by, each of the parties described in this Section 5.03, their Officer and such Officer's heirs and their personal representatives representatives, and shall be binding on all successors and permitted assigns of the Company, the Subsidiaries Acquired Companies and PurchaserBuyer. Purchaser Buyer shall cause the surviving or resulting entity of any merger, consolidation or similar transaction involving the Company Buyer or any Subsidiary Acquired Company to assume the obligations of Buyer or such Acquired Company or Subsidiary imposed by this Section 5.039.04.

Officers and Directors Liability. Without limiting any additional rights that any Person may have under the Governing Documents as in effect on the date of this Agreement, from the Effective Time through the sixth (a6th) From and after anniversary of the Closing Date, Purchaser shall cause the and Surviving Company and the Subsidiaries to: (i) maintain in effect for a period of six (6) years from the Closing Date those provisions (the “Indemnification Provisions”) contained in each of Company’s and/or a Subsidiary’s organizational documents which are in effect on the Closing Date to the extent such provisions provide for the Company or a Subsidiary to will indemnify and hold harmless each present or current (as of immediately prior to the Effective Time) and each former director, manager, officer, director, employee or shareholder or partner of the Company or any Subsidiary or any present or former officer, director, employee, agent or trustee of any Benefit Plan Target Company (each, an “OfficerIndemnified Employee”) from and against any losses, claims, damages, liabilities, judgments, costs, and all loss and liability suffered and expenses (including reasonable attorneys’ fees), judgments, fines and settlements amounts paid in settlement reasonably incurred by such Person in connection with any threatened, pending or completed claim, action, suit, proceeding or investigationProceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Employee is or was a director, manager, officer, employee or agent of any action by or omission of such Officer occurring on Target Company at or prior to the Closing Date Effective Time, whether asserted or commenced claimed prior to, on at or after the Closing Date Effective Time, to the full fullest extent required or permitted by Law. In the Indemnification Provisions (eachevent of any such Proceeding, a “D&O Claim”), other than a D&O Claim against any past or present Officer who is a Seller each such Indemnified Employee will be entitled to advancement of expenses incurred in the defense of such Proceeding from Purchaser and which such D&O Claim has arisen or arises out of, or has related or relates to, a claim asserted by any other Seller (or such other Seller’s heirs, executors, personal representatives, successors and assigns) with respect Surviving Company to the transactions contemplated by this Agreement (each, a "Released D&O Claim"), all such Released D&O Claims to be released pursuant to the Seller Party Release of each Seller delivered pursuant to Section 4.02(k) at the Closing; (ii) honor such Indemnification Provisions and advance expenses to the Officers in connection with each D&O Claim other than the Released D&O Claims to the full fullest extent required or permitted by the Indemnification Provisions; and (iii) following the Closing obtain, and for Law. For a period of six (6) years after the ClosingClosing Date, Purchaser will cause the Target Companies to provide officers’ and directors’ and executive liability insurance covering each Indemnified Employee, and all present or former directors, managers, officers, employees, agents, or trustees of any Company Benefit Plan, in each case who are currently covered by any Target Company’ officers’ and directors’ liability insurance, on terms no less favorable in terms of coverage and amount than the officers’ and directors’ liability insurance currently maintained in effect by such Target Company. For a period of six (6) years after the Closing Date, Purchaser will cause the Target Companies to maintain a tail policy on terms no less favorable than the current terms, and to honor in accordance with such terms, the provisions of the Governing Documents of the Target Companies as in effect on the date hereof with respect to exculpation and indemnification of Indemnified Employees (including provisions relating to contributions, advancement of expenses and the “D&O Tail Policy”) like), it being the intent of the Parties that the Indemnified Employees will continue to be entitled to such exculpation, indemnification, and advancement of expense to the current director and officer liability insurance policy maintained by fullest extent of the Company and identified in Schedule 2.02(g). (b) Law. The provisions of this Section 5.03 5.11 are (a) intended to be for the benefit of, and shall will be enforceable by, each of the parties described in Person entitled to indemnification under this Section 5.035.11, their heirs and their personal representatives each such Person’s heirs, legatees, representatives, successors, and shall assigns (and the Parties expressly agree that such Persons will be binding on all successors and permitted assigns third-party beneficiaries of this Section 5.11), (b) will survive the Company, consummation of a transaction involving the Subsidiaries and Purchaser. Purchaser shall cause the surviving or resulting entity of any merger, consolidation or similar other reorganization of any Target Company and continue in full force and effect and binding against the survivor of any such transaction involving or successor to any such Target Company, and (c) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwise. Effective upon the Closing, Purchaser hereby waives and releases, on behalf of itself and the Target Companies, any claims that any Target Company currently has or, in the future, may have against each Equityholder or any of such Equityholder’s partners, directors, officers, managers, employees or representatives for any of such Person’s actions or omissions in his, her or its capacities as officers, directors or managers of any Target Company. Effective upon the Closing, each of Purchaser and Company, on behalf of itself and its past, present or future successors, assigns, employees, agents, equityholders, partners, Affiliates and representatives (including their past, present or future officers and directors) (collectively, the “Releasors”) hereby irrevocably and unconditionally releases, waives, acquits and forever discharges each Equityholder and each Indemnified Employee at or prior to the Closing, of and from any and all actions, suits, claims, causes of action, damages, accounts, liabilities and obligations (including attorneys’ fees) held by any Releasor, whether known or unknown, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, direct or derivative, to the extent arising out of or relating to Equityholders’ ownership of Company or such Indemnified Employee’s service as a manager or officer of Company, except for any of the foregoing set forth in, pursuant to, or arising out of this Agreement or the Transactions. In the event Purchaser, Company or any Subsidiary of their respective successors or assigns (x) consolidates with or merges into any other Person and will not be the continuing or Surviving Company or entity in such consolidation or merger or (y) transfers all or at least a majority of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of Purchaser or Company, as the case may be, will assume all of the obligations of such Company or Subsidiary imposed by set forth in this Section 5.035.11.

Officers and Directors Liability. (a) From and after the Closing Date, Purchaser Buyer shall cause the Company Surviving Corporation and the Subsidiaries to: (i) maintain in effect for a period of six (6) years from the Closing Date those provisions (the “Indemnification Provisions”) contained in each of Company’s and/or a Subsidiary’s organizational documents which are in effect on the Closing Date to the extent such provisions provide for the Company or a Subsidiary to indemnify and hold harmless each present or former officer, director, officer or shareholder or partner director of the Company or any Subsidiary or any present or former officer, director, employee, agent or trustee of any Benefit Plan (each, an “Officer”) from and against any losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ fees), judgments, fines and settlements in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action by or omission of such Officer occurring on or prior to the Closing Date (including any which arise out of or relate to the transactions contemplated by this Agreement), whether asserted or commenced prior to, on to or after the Closing Date to the full extent required or permitted by the Indemnification Provisions (each, a “D&O Claim”), other than a D&O Claim against any past to the full extent required or present Officer who is a Seller permitted by the provisions as in effect on the date hereof (the “Indemnification Provisions”) of the Company’s and which such D&O Claim has arisen the Subsidiaries’ charter or arises out of, organizational documents or has related or relates to, a claim asserted by any other Seller (or such other Seller’s heirs, executors, personal representatives, successors and assigns) pursuant to law with respect to the transactions contemplated by this Agreement (each, a "Released D&O Claim"), all such Released D&O Claims to be released pursuant to the Seller Party Release indemnification of each Seller delivered pursuant to Section 4.02(k) at the ClosingOfficers; (ii) honor such Indemnification Provisions and advance expenses to the Officers in connection with each D&O Claim other than the Released D&O Claims to the full extent required or permitted by the Indemnification Provisions; and (iii) following honor the Closing obtainIndemnification Provisions as contract rights in favor of the Officers, with respect to any D&O Claim; and (iv) for a period of six (6) years after the Closing, maintain a tail policy (the “D&O Tail Policy”) to the current director and officer liability insurance which insurance shall provide coverage for the individuals who were Officers of the Company or the Subsidiaries prior to the Closing comparable to the policy or policies maintained by the Company and identified in Schedule 2.02(g)the Subsidiaries immediately prior to the Closing for the benefit of such individuals. (b) All rights to exculpation and indemnification for acts or omissions occurring prior to the Closing Date now existing in favor of the Officers as provided in the Company’s and the Subsidiaries’ organizational documents on the date hereof shall be maintained in such documents and shall survive the Closing and shall continue in full force and effect in accordance with their terms. (c) The provisions of this Section 5.03 7.7 are intended to be for the benefit of, and shall be enforceable by, each of the parties described in this Section 5.037.7, their heirs and their personal representatives and shall be binding on all successors and permitted assigns of the Company, the Subsidiaries and PurchaserBuyer. Purchaser Buyer shall cause the surviving or resulting entity of any merger, consolidation or similar transaction involving the Company or any Subsidiary the Subsidiaries resulting in such loss of control to assume the obligations of such Company or Subsidiary imposed by this Section 5.037.7.