Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) The Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by the Company and Subsidiaries now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company or any Subsidiary, as provided in the certificate of incorporation or by-laws, limited liability company agreement or other governing instrument of the Company or such Subsidiary, as applicable, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.11(a) of the Disclosure Schedule, shall survive the Closing and shall continue in full force and effect in accordance with their respective terms.

Director and Officer Indemnification and Insurance. (a) The Purchaser i. Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company and its Subsidiaries now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company or any Subsidiaryof its Subsidiaries, as provided in the certificate of incorporation or by-laws, limited liability company agreement laws (or other governing instrument similar constating documents) of the Company or such Subsidiary, as applicableany of its Subsidiaries, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.11(a5.5(a) of the Disclosure ScheduleSchedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.. Execution Version

Director and Officer Indemnification and Insurance. (a) The Purchaser agrees Buyer Parties agree that all rights to indemnification, advancement of expenses and exculpation by the Company and Subsidiaries Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer officer, director, member, manager or director other position of the Company or any SubsidiaryAcquired Companies, as provided in the certificate of incorporation or incorporation, by-laws, limited liability company agreement laws or other governing instrument documents of the Company or such Subsidiary, as applicableAcquired Companies, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.11(a) Schedule 5.8 of the Seller Parties Disclosure ScheduleSchedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.