Common use of Director and Officer Indemnification Clause in Contracts

Director and Officer Indemnification. (a) The Buyer agrees that, for a period of six (6) years from and after the Effective Time, (i) all rights to indemnification, advancement of expenses and exculpation by the Company or any Subsidiary now existing in favor of each Person who is now, or has been at any time prior to the Agreement Date or who becomes prior to the Closing Date, an officer or director of the Company or is otherwise party to an agreement set forth on Schedule 5.4, as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance with their respective terms, and (ii) the Surviving Corporation or its successor shall, and the Buyer shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the Company in favor of the Company Indemnitees described above in clause (i) of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of six (6) years from the Effective Time, (ii) covers only those persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy in effect as of the date of this Agreement and only for matters occurring at or prior to the 60

Director and Officer Indemnification. (a) The Buyer agrees that, for a period of six (6) years from From and after the Effective Time, Parent shall indemnify and hold harmless each present and former director, officer and employee of the Acquired Companies against any costs or expenses (i) all rights including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Claim, arising out of or pertaining to indemnification, advancement of expenses and exculpation by the Company matters existing or any Subsidiary now existing in favor of each Person who is now, occurring at or has been at any time prior to the Agreement Date Effective Time, whether asserted or who becomes claimed prior to, at or after the Effective Time, to the Closing Date, an officer or director of fullest extent that the applicable Acquired Company or is otherwise party to an agreement set forth on Schedule 5.4, as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 would have been permitted under applicable Law and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as its respective Organizational Documents in effect on the Agreement Date shall continue in full force and effect in accordance with their respective termsdate hereof to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, and (ii) the Surviving Corporation or its successor shall, and the Buyer Parent shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the each Acquired Company in favor of the Company Indemnitees described above in clause (i) to maintain for a period of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of not less than six (6) years from the Effective Time, provisions in its Organizational Documents concerning the indemnification and exculpation (iiincluding relating to expense advancement) covers only those persons who are currently covered by the of such Acquired Company’s existing former and current officers, directors’ , employees, parents and officers’ liability insurance policy agents that are no less favorable to those Persons than the provisions of the Organizational Documents of such Acquired Company, in effect each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Parent shall assume, and be jointly and severally liable for, and shall cause each Acquired Company to honor, each of the covenants in this Agreement and only for matters occurring at or prior to the 60Section 6.15.

Director and Officer Indemnification. (a) The Buyer agrees that, Following the Effective Time and for a period of six five years thereafter, Compass shall indemnify, defend, and hold harmless the present and former directors, officers and employees of the Company (6each, an "Indemnified Party") years from and after against all costs or expenses, including reasonable attorneys' fees, judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, or investigative, arising out of actions or omissions accruing at or prior to the Effective Time) including, (iwithout limitation, the transactions contemplated by this Agreement) all rights to indemnification, advancement of expenses and exculpation by the fullest extent that the Company or any Subsidiary now existing in favor is permitted to indemnify (and advance expenses to) its directors, officers and employees under the Company's Articles of each Person who is now, or has been at any time prior to the Agreement Date or who becomes prior to the Closing Date, an officer or director of Incorporation and By-laws and indemnification agreements between the Company or is otherwise party to an agreement set forth on Schedule 5.4and its directors and officers, as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance date hereof; provided that any determination required to be made with their respective termsrespect to whether an officer's, director's, or employee's conduct complies with the standard set forth under the Company's Articles, By-laws, and (ii) the Surviving Corporation or its successor shall, and the Buyer shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by other indemnification agreements between the Company and its directors and officers shall be made by independent counsel (which shall not be counsel that provides material services to Compass, the Company or the person seeking indemnification hereunder) selected by Compass and reasonably acceptable to such officer or director or employee. The indemnification provisions currently contained in favor the Articles of Incorporation, Bylaws and written agreements of the Company Indemnitees described above in clause (i) of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of six (6) years from the Effective Time, (ii) covers only those persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy in effect as of not be amended after the date of this Agreement and only for matters occurring at or prior to the 60hereof.

Director and Officer Indemnification. (a) The Buyer agrees thatFrom and after the Closing, the Purchaser shall cause the Acquired Company to indemnify, defend and hold harmless each present and former director, officer and employee of the Acquired Company against Indemnifiable Losses incurred by such person in connection with any Claim against such person arising out of or pertaining to such person’s capacity as a director, officer or employee in respect of matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Acquired Company would have been permitted under applicable Law and its Organizational Documents in effect on the date hereof to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Purchaser shall cause the Acquired Company (i) to maintain for a period of six (6) years from and after the Effective Time, (i) all rights to indemnification, advancement of expenses and exculpation by the Company or any Subsidiary now existing in favor of each Person who is now, or has been at any time prior to the Agreement Date or who becomes prior to the Closing Date, an officer or director of the Company or is otherwise party to an agreement set forth on Schedule 5.4, as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance with their respective terms, and (ii) the Surviving Corporation or its successor shall, and the Buyer shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the Company in favor of the Company Indemnitees described above in clause (i) of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of less than six (6) years from the Effective TimeClosing, provisions in its Organizational Documents concerning the indemnification and exculpation (iiincluding relating to expense advancement) covers only those persons who are currently covered by of the Acquired Company’s existing former and current officers, directors’ , employees, parents and officers’ liability insurance policy agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Acquired Company, in effect each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law. In addition, the Purchaser shall cause the Acquired Company to pay any and all legal and other fees, costs and expenses (including the cost of investigation and preparation) of any indemnitee under this Agreement Section 6.13, as incurred and only for matters occurring at or prior to the 60fullest extent permitted under applicable Law and the Organizational Documents of the Acquired Company in effect on the date hereof; provided, however, that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law and the Organizational Documents of the Acquired Company in effect on the date hereof. The Purchaser shall pay or cause to be paid all fees, costs and expenses, including reasonable attorneys’ fees, that are incurred by an indemnitee in enforcing this Section 6.13. The Purchaser shall assume, and be jointly and severally liable for, and shall cause the Acquired Company to honor, each of the covenants in this Section 6.13.

Director and Officer Indemnification. (a) The Buyer agrees thatFrom and after the Closing, the Purchaser shall indemnify and hold harmless each present and former director, officer, manager and employee of the Acquired Companies against Indemnifiable Losses incurred in connection with any Claim arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the applicable Acquired Company would have been permitted under applicable Law and its respective Organizational Documents in effect on the date hereof to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Purchaser shall cause each Acquired Company (i) to maintain for a period of six (6) years from and after the Effective Time, (i) all rights to indemnification, advancement of expenses and exculpation by the Company or any Subsidiary now existing in favor of each Person who is now, or has been at any time prior to the Agreement Date or who becomes prior to the Closing Date, an officer or director of the Company or is otherwise party to an agreement set forth on Schedule 5.4, as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance with their respective terms, and (ii) the Surviving Corporation or its successor shall, and the Buyer shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the Company in favor of the Company Indemnitees described above in clause (i) of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of less than six (6) years from the Effective TimeClosing, provisions in its Organizational Documents concerning the indemnification and exculpation (iiincluding relating to expense advancement) covers only those persons who are currently covered by the of such Acquired Company’s existing former and current officers, directors’ , managers, employees, parents and officers’ liability insurance policy agents that are no less favorable to those Persons than the provisions of the Organizational Documents of such Acquired Company, in effect each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law. The Purchaser shall assume, and be jointly and severally liable for, and shall cause each Acquired Company to honor, each of the covenants in this Agreement and only for matters occurring at or prior to the 60Section 6.13.

Director and Officer Indemnification. (a) The Buyer agrees that, for a period of six (6) years from From and after the Effective Time, (i) all rights to indemnification, advancement Acquiror and the Surviving Company agree that they shall indemnify and hold harmless each present and former director and officer of expenses and exculpation by the Company (each, a “Company Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Subsidiary now Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing in favor of each Person who is now, or has been occurring at any time or prior to the Agreement Date Effective Time, whether asserted or who becomes claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, its Organizational Documents and any indemnification agreements between the Company and any such Company Indemnified Person entered into prior to the Closing Date, an officer or director date of this Agreement to indemnify such Company Indemnified Person (including the Company or is otherwise party to an agreement set forth on Schedule 5.4, advancing of expenses as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and incurred to the fullest extent permitted by under applicable Law). Without limiting the foregoing, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance with their respective terms, and (ii) the Surviving Corporation or its successor Acquiror shall, and the Buyer shall cause the Surviving Corporation or its successor Company to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the Company in favor of the Company Indemnitees described above in clause (i) maintain for a period of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of not less than six (6) years from the Effective Time, (ii) covers only those persons who are currently covered by Time provisions in its Organizational Documents and pursuant to any indemnification agreements between the Company’s existing directors’ Company and officers’ liability insurance policy in effect as of any such Company Indemnified Person entered into prior to the date of this Agreement concerning the indemnification and only for matters occurring at or exoneration (including provisions relating to expense advancement) of officers and directors that are not materially less favorable to those Company Indemnified Persons than the provisions in the Company’s Organizational Documents and any indemnification agreements between the Company and any such Company Indemnified Person entered into prior to the 60date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, and shall cause the Surviving Company to honor, each of the covenants in this Section 6.02.

Director and Officer Indemnification. (a) The From and after the Closing, Buyer agrees thatshall cause the Company to indemnify and hold harmless each present and former director, manager and officer of the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company would have been permitted under applicable Law and its Organizational Documents in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law); provided that Buyer’s obligations under this Section 6.12(a) shall not exceed (and shall be subject to any limitations applicable to) the corresponding obligations of the Company under the Company’s Organizational Documents in effect on the date hereof. Without limiting the foregoing, Buyer shall cause the Company (i) to maintain for a period of six (6) years from and after the Effective Time, (i) all rights to indemnification, advancement of expenses and exculpation by the Company or any Subsidiary now existing in favor of each Person who is now, or has been at any time prior to the Agreement Date or who becomes prior to the Closing Date, an officer or director of the Company or is otherwise party to an agreement set forth on Schedule 5.4, as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance with their respective terms, and (ii) the Surviving Corporation or its successor shall, and the Buyer shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the Company in favor of the Company Indemnitees described above in clause (i) of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of less than six (6) years from the Effective TimeClosing, provisions in its Organizational Documents concerning the indemnification and exculpation (iiincluding relating to expense advancement) covers only those persons who are currently covered by of the Company’s existing former and current directors’ , managers and officers’ liability insurance policy officers that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company, in effect each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of this Agreement and only for matters occurring at or prior to the 60those Persons thereunder, in each case, except as required by Law.

Director and Officer Indemnification. (a) The Buyer agrees thatFrom and after the Closing, Purchaser shall indemnify and hold harmless each present and former director, officer and employee of the Acquired Companies against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Claim, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the applicable Acquired Company would have been permitted under applicable Law and its respective Organizational Documents in effect on the date hereof to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall cause each Acquired Company (i) to maintain for a period of six (6) years from and after the Effective Time, (i) all rights to indemnification, advancement of expenses and exculpation by the Company or any Subsidiary now existing in favor of each Person who is now, or has been at any time prior to the Agreement Date or who becomes prior to the Closing Date, an officer or director of the Company or is otherwise party to an agreement set forth on Schedule 5.4, as provided in the Company Certificate of Incorporation, Company Bylaws, the organizational documents of any Subsidiary, the agreements set forth on Schedule 5.4 and to the extent permitted by applicable Law, and solely in their capacity as such (and not as a Securityholder unless party to an agreement set forth on Schedule 5.4) (the “Company Indemnitees”), in each case as in effect on the Agreement Date shall continue in full force and effect in accordance with their respective terms, and (ii) the Surviving Corporation or its successor shall, and the Buyer shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects all such rights to indemnification, advancement of expenses and exculpation by the Company in favor of the Company Indemnitees described above in clause (i) of this Section 5.4(a). (b) Prior to the Closing, the Company shall purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (i) has an effective term of less than six (6) years from the Effective TimeClosing, provisions in its Organizational Documents concerning the indemnification and exculpation (iiincluding relating to expense advancement) covers only those persons who are currently covered by the of such Acquired Company’s existing former and current officers, directors’ , employees, parents and officers’ liability insurance policy agents that are no less favorable to those Persons than the provisions of the Organizational Documents of such Acquired Company, in effect each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Purchaser shall assume, and be jointly and severally liable for, and shall cause each Acquired Company to honor, each of the covenants in this Agreement and only for matters occurring at or prior to the 60Section 6.14.