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).

Officers and Directors Liability. For six years after the Closing Date, Purchaser shall cause each Target Company to provide officers’ and directors’ liability tail insurance or other liability insurance covering acts or omissions occurring at or prior to the Closing by each present and former director, manager, officer, employee and agent of such Target Companies, and all present or former directors, officers, employees, agents or trustees of any Benefit Plan, in each case who are currently covered by such Target Company’s existing officers’ and directors’ liability insurance (atrue and complete copies of which have been made available by the Company to Purchaser) From (the “Existing D&O Policies”) on terms no less favorable in terms of coverage and amount than the Existing D&O Policies; provided, that in no event shall Purchaser be required to pay an amount for such insurance under this Section 7.2 that in the aggregate exceeds 150% of the annual premiums payable by the Target Companies for coverage during calendar year 2011 under the Existing D&O Policies (which premiums for such year are hereby represented and warranted by the Company to be $16,296). For six years after the Closing Date, Purchaser shall cause the Company Target Companies to maintain on terms no less favorable than the current terms, and to honor in accordance with such terms, the Subsidiaries to: (i) maintain in effect for a period provisions 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 Target Companies’ respective Governing Documents, as in effect on the Closing Date date hereof with respect to the extent such provisions provide for the Company or a Subsidiary to indemnify exculpation and hold harmless each present or former officerindemnification of directors, directormanagers, or shareholder or partner officers, employees and 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 Target Companies (including reasonable attorneys’ fees)provisions relating to contributions, fines advancement of expenses and settlements in connection with any threatened, pending the like) for acts 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 at 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).

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 Closing 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, 48 133991530.23 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 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 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 fullest extent of the Law. The provisions of this Section 5.11 are (a) intended to be for the benefit of, and will be enforceable by, each Person entitled to indemnification under this Section 5.11, and each such Person’s heirs, legatees, representatives, successors, and assigns (and the Parties expressly agree that such Persons will be third-party beneficiaries of this Section 5.11), (b) will survive the consummation of a transaction involving the merger, consolidation or other reorganization of any Target Company and continue in full force and effect and binding against the survivor of any such transaction 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, maintain a tail policy 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 “D&O Tail PolicyReleasors”) hereby irrevocably and unconditionally releases, waives, acquits and forever discharges each Equityholder and each Indemnified Employee at or prior to the current director 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 liability insurance policy maintained by 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 of their respective successors or assigns (x) consolidates with or merges into any other Person and identified will not be the continuing or Surviving Company or entity in Schedule 2.02(g)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 set forth in this Section 5.11.

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.