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

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law), it being the intent of the Parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer Purchaser shall not, not and shall not permit the Company or any of Holdings and its Subsidiaries (including their respective successors and assigns, if any) to amend, repeal or modify any provision in the Company’s or any of Holdings’ and its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, charter documents or bylaws relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law), it being the intent of the Parties parties that the officers and directors of the Company Holdings and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Lawthe Law of its jurisdiction of incorporation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, the Buyer Purchaser shall not, not and shall not permit the Company or any of its Subsidiaries to amend, repeal or otherwise modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s ' certificate of incorporation and formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents relating to the exculpation or indemnification (including fee advancement) of former officers and directors any Indemnified Persons (unless required by applicable Law), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing Indemnified Persons shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the fullest full extent permitted of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under applicable Lawall indemnification obligations owed to any of the Indemnified Persons.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall Parent will not, and shall will not permit the Company Surviving Corporation or any of its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s ' certificate of incorporation and bylaws, or bylaws (or equivalent governing document) or any agreement relating to the exculpation or indemnification of former any officers and and/or directors (unless required by applicable Law), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall will continue to be entitled to such exculpation and indemnification to the fullest extent permitted under by applicable Law.

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s 's or any of its Subsidiaries’ ' governing documents, including the Company’s certificate 's articles of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless required by applicable Lawlaw), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Lawlaw.

Director and Officer Liability and Indemnification. (ai) For a period of six years after the Closing, the The Buyer shall not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylawsincorporation, bylaws or the Stock Option Plan relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law)of the Company or its Subsidiaries as in effect on the date hereof, it being the intent of the Parties parties (including each Seller) that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification after the Closing to the fullest extent permitted under applicable Applicable Law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall not, and Purchaser shall not permit the Company or any of its Subsidiaries Subsidiary to amend, repeal or otherwise modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the CompanySubsidiary’s certificate of incorporation and bylaws, or bylaws (or equivalent governing document) relating to the exculpation or indemnification of former any officers and and/or directors (unless required by applicable Law), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to Subsidiary (the Closing “D&O Indemnitees”) shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable of the Law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or otherwise modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s ' certificate of incorporation and bylaws, or bylaws (or equivalent governing documents) relating to the exculpation or indemnification of former any officers and and/or directors (unless required by applicable Lawlaw), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable Lawof the law.

Director and Officer Liability and Indemnification. (a) For a period of six years after the ClosingClosing Date, the Buyer Purchaser shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate Subsidiaries articles of incorporation and bylaws, or bylaws (or equivalent organizational documents) relating to the exculpation or indemnification of any current or former officers and directors officer or director (the “D&O Indemnified Persons”) (unless required by applicable Law), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable of the Law.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, their respective Organizational Documents as now in effect relating to the exculpation or indemnification of former officers and any officers, managing members, managers, directors or equivalent Persons (unless required by applicable Lawlaw), it being the intent of the Parties parties that the officers officers, managing members, managers, directors and directors equivalent Persons of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable Lawof the law.

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate articles of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Law.

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s ' certificate or articles of incorporation and bylaws, or bylaws (or equivalent organizational documents) relating to the exculpation or indemnification of former any officers and directors (unless required by applicable Lawlaw), it being the intent of the Parties parties hereto that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable Lawof the law.

Director and Officer Liability and Indemnification. (a) For a period of six five years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries Subsidiaries, or their respective successors, to amend, repeal or modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s ' certificate or articles of incorporation and bylaws, or bylaws as in existence on the date hereof relating to the exculpation or indemnification of former any officers and directors (unless required by applicable Lawlaw), it being the intent of the Parties parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest full extent permitted under applicable Lawof the law.

Director and Officer Liability and Indemnification. (ai) For a period of six years after the Closing, the The Buyer shall not, and shall not permit the Company or any of its Subsidiaries to to, amend, repeal or modify any provision in the Company’s 's or any of its Subsidiaries’ governing documents, including the Company’s ' certificate of incorporation and bylawsincorporation, bylaws or the Stock Option Plan relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law)of the Company or its Subsidiaries as in effect on the date hereof, it being the intent of the Parties parties (including each Seller) that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification after the Closing to the fullest extent permitted under applicable Applicable Law.