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

Director and Officer Liability; Indemnification. (a) If the Closing occurs, the Purchasers and the Target Companies agree that all rights to indemnification and all limitations on liability existing in favor of any officer, director or manager of the Target Companies or their respective Subsidiaries, in each case that is an individual (collectively, the "Company Indemnitees"), as provided in the certificate of incorporation, by-laws or other organizational documents of the Target Companies and their respective Subsidiaries shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Target Companies and their respective Subsidiaries after the Closing. The obligations of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, the Target Companies will provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Closing Date covering each such Person currently covered by the Target Companies' officers' and directors' liability insurance policies on terms with respect to coverage not materially less favorable than those of such policy in effect on the date of this Agreement and for an amount not less than the amount set forth on Section 5.23(b) of the Disclosure Letter; provided, however, that in no event shall the Target Companies be required to expend more than an amount per year equal to 200% of the current annual premiums paid by the Target Companies for such insurance; provided, further, that Sellers shall procure such policy and the cost of such policy shall be equally borne by the Sellers and the Target Companies; provided, however, that such insurance policy may be a "tail" policy covering acts or omissions occurring at or prior to the Closing Date.

Director and Officer Liability; Indemnification. (a) If After the Closing occursEffective Time, the Purchasers and the Target Companies agree that all rights to exculpation, indemnification and reimbursement and advancement of expenses, and all limitations on liability liability, existing in favor of any current or former officer, director employee or manager member of the Target Companies board of directors or their respective Subsidiaries, in each case that is an individual board of managers (or comparable governing body) of the Company and/or any of its Subsidiaries (collectively, the "“Company Indemnitees"”), as provided in the articles or certificate of incorporationincorporation or formation, limited liability company agreement, by-laws or other organizational documents of the Target Companies Company or any of its Subsidiaries, and/or in any agreements or arrangements of the Company or any of its Subsidiaries providing for similar rights and their respective Subsidiaries limitations in favor of any of the Company Indemnitees, in any such case as in effect as of immediately prior to the Effective Time shall survive the consummation of the transactions contemplated hereby and continue in full force and effect effect, and be honored by Parent shall, and Parent shall cause the Target Companies Surviving Corporation and their respective each of its Subsidiaries to, honor all such rights and limitations after the ClosingEffective Time, to the extent such provisions are permitted by applicable Law. The obligations For a period of six (6) years from the Target Companies Effective Time, all such rights of exculpation, indemnification and their respective Subsidiaries under this Section 5.23(a) reimbursement and advancement of expenses, and all such limitations on liability, shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b4.6) For six (6) years after the Closing, the Target Companies will provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Closing Date covering each such Person currently covered unless required by the Target Companies' officers' and directors' liability insurance policies on terms with respect to coverage not materially less favorable than those of such policy in effect on the date of this Agreement and for an amount not less than the amount set forth on Section 5.23(b) of the Disclosure Letter; provided, however, that in no event shall the Target Companies be required to expend more than an amount per year equal to 200% of the current annual premiums paid by the Target Companies for such insurance; provided, further, that Sellers shall procure such policy and the cost of such policy shall be equally borne by the Sellers and the Target Companies; provided, however, that such insurance policy may be a "tail" policy covering acts or omissions occurring at or prior to the Closing Dateapplicable Law.

Director and Officer Liability; Indemnification. (a) If the Closing occurs, Buyer shall and shall cause the Purchasers and the Target Acquired Companies agree to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any officercurrent or former officers, director directors, managers or manager employees of any of the Target Acquired Companies (or their respective Subsidiaries, in each case that is an individual predecessors) (collectively, the "“Company Indemnitees"”), as provided in (i) the certificate Organizational Documents of incorporation, by-laws or other organizational documents any of the Target Acquired Companies and their respective Subsidiaries shall survive in effect on the consummation date of the transactions contemplated hereby and continue in full force and effect and be honored this Agreement or (ii) any agreement providing for indemnification by the Target Companies and their respective Subsidiaries after the Closing. The obligations any Acquired Company of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, the Target Companies will provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Closing Date covering each such Person currently covered by the Target Companies' officers' and directors' liability insurance policies on terms with respect to coverage not materially less favorable than those of such policy in effect on the date of this Agreement and for which is disclosed to Buyer on or before the date hereof (an amount not less than “Indemnity Agreement”) to which Seller or any Acquired Company is a party shall survive the amount consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, at the option of Buyer, in new indemnity agreements) and be honored by the Acquired Companies after the Closing; provided, that such indemnification shall be subject to limitations imposed from time to time by Law. Buyer further agrees to assume or cause the Company to comply with the indemnification and continuing insurance obligations of Seller under each of the agreements set forth on Section 5.23(b) 4.8 of the Company Disclosure Letter; provided. Without the prior written consent of such Company Indemnitee, however, that in no event Buyer shall not and shall cause the Target Acquired Companies not to settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the payment of monetary damages to be required to expend more than an amount per year equal to 200% paid entirely by or on behalf of the current annual premiums paid by the Target Companies for such insurance; provided, further, that Sellers shall procure such policy and the cost of such policy shall be equally borne by the Sellers and the Target Companies; provided, however, that such insurance policy may be a "tail" policy covering acts or omissions occurring at or prior to the Closing Dateindemnifying party.

Director and Officer Liability; Indemnification. (a) If the Closing occurs, Parent shall and shall cause the Purchasers and the Target Acquired Companies agree to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any officercurrent or former officers, director directors, managers or manager employees of any of the Target Acquired Companies (or their respective Subsidiaries, in each case that is an individual predecessors) (collectively, the "“Company Indemnitees"“), as provided in (i) the certificate Organizational Documents of incorporation, by-laws or other organizational documents any of the Target Acquired Companies and their respective Subsidiaries shall survive in effect on the consummation date of the transactions contemplated hereby and continue in full force and effect and be honored this Agreement or (ii) any agreement providing for indemnification by the Target Companies and their respective Subsidiaries after the Closing. The obligations any Acquired Company of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, the Target Companies will provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Closing Date covering each such Person currently covered by the Target Companies' officers' and directors' liability insurance policies on terms with respect to coverage not materially less favorable than those of such policy in effect on the date of this Agreement and for which is disclosed to Parent on or before the date hereof (an amount not less than “Indemnity Agreement“) to which any Acquired Company is a party shall survive the amount consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, at the option of Parent, in new indemnity agreements) and be honored by the Acquired Companies after the Closing; provided, that such indemnification shall be subject to limitations imposed from time to time by Law. Parent further agrees to assume or cause each Acquired Company to comply with the indemnification and continuing insurance obligations of such Acquired Company under each of the agreements set forth on Section 5.23(b) 5.8 of the Company Disclosure Letter; providedLetter or provide for new insurance agreements with at least the same level of protection. Without the prior written consent of such Company Indemnitee, however, that in no event Parent shall not and shall cause the Target Acquired Companies not to settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the payment of monetary damages to be required to expend more than an amount per year equal to 200% paid entirely by or on behalf of the current annual premiums paid by the Target Companies for such insurance; provided, further, that Sellers shall procure such policy and the cost of such policy shall be equally borne by the Sellers and the Target Companies; provided, however, that such insurance policy may be a "tail" policy covering acts or omissions occurring at or prior to the Closing Dateindemnifying party.

Director and Officer Liability; Indemnification. (a) If Following the Closing occursClosing, the Purchasers Buyer shall and the Target Companies agree shall cause its Subsidiaries to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any officercurrent or former officers, director directors, managers or manager employees of any of the Target Companies Company and its Subsidiaries (or their respective Subsidiaries, in each case that is an individual predecessors) (collectively, the "“Company Indemnitees"”), as provided (i) in the certificate Organizational Documents of incorporation, by-laws or other organizational documents any of the Target Companies Company and their respective its Subsidiaries shall survive in effect on the consummation date of the transactions contemplated hereby and continue this Agreement, (ii) in full force and effect and be honored any agreement providing for indemnification by the Target Companies and their respective Company or its Subsidiaries after the Closing. The obligations of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, the Target Companies will provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Closing Date covering each such Person currently covered by the Target Companies' officers' and directors' liability insurance policies on terms with respect to coverage not materially less favorable than those of such policy in effect on the date of this Agreement and for an amount not less than the amount which is set forth on Section 5.23(b) 7.5 of the Disclosure LetterLetter or (iii) under applicable law, shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, at the option of Buyer, in new indemnity agreements) and be honored by the Company and its Subsidiaries after the Closing; provided, however, that in no event such indemnification shall be subject to limitations imposed from time to time by applicable law. Buyer further agrees to assume or cause the Target Companies be required Company or its Subsidiaries to expend more than an amount per year equal to 200% comply with the indemnification and continuing insurance obligations of the current annual premiums paid by Company or such Subsidiary under each of the Target Companies agreements set forth on Section 7.5 of the Disclosure Letter or provide for such insurance; provided, further, that Sellers shall procure such policy and new insurance agreements with at least the cost same level of protection. Without the prior written consent of such policy Company Indemnitee, Buyer shall not and shall cause its Subsidiaries not to settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the payment of monetary damages to be equally borne paid entirely by or on behalf of the Sellers and the Target Companies; provided, however, that such insurance policy may be a "tail" policy covering acts or omissions occurring at or prior indemnifying party. Notwithstanding anything herein to the Closing Datecontrary and for avoidance of doubt, Buyer and its Affiliates shall have no obligation under this Agreement to indemnify any Company Indemnitee with respect to matters for which Buyer would be entitled to indemnification under Article IX.

Director and Officer Liability; Indemnification. (a) If the Closing occurs, Buyer shall and shall cause the Purchasers and the Target Acquired Companies agree to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any officercurrent or former officers, director directors, managers or manager employees of any of the Target Acquired Companies (or their respective Subsidiaries, in each case that is an individual predecessors) (collectively, the "“Company Indemnitees"“), as provided in (i) the certificate Organizational Documents of incorporation, by-laws or other organizational documents any of the Target Acquired Companies and their respective Subsidiaries shall survive in effect on the consummation date of the transactions contemplated hereby and continue in full force and effect and be honored this Agreement or (ii) any agreement providing for indemnification by the Target Companies and their respective Subsidiaries after the Closing. The obligations any Acquired Company of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, the Target Companies will provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Closing Date covering each such Person currently covered by the Target Companies' officers' and directors' liability insurance policies on terms with respect to coverage not materially less favorable than those of such policy in effect on the date of this Agreement and for which is disclosed to Buyer on or before the date hereof (an amount not less than “Indemnity Agreement“) to which Seller or any Acquired Company is a party shall survive the amount consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, at the option of Buyer, in new indemnity agreements) and be honored by the Acquired Companies after the Closing; provided, that such indemnification shall be subject to limitations imposed from time to time by Law. Buyer further agrees to assume or cause the Company to comply with the indemnification and continuing insurance obligations of Seller under each of the agreements set forth on Section 5.23(b) 4.8 of the Company Disclosure Letter; provided. Without the prior written consent of such Company Indemnitee, however, that in no event Buyer shall not and shall cause the Target Acquired Companies not to settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the payment of monetary damages to be required to expend more than an amount per year equal to 200% paid entirely by or on behalf of the current annual premiums paid by the Target Companies for such insurance; provided, further, that Sellers shall procure such policy and the cost of such policy shall be equally borne by the Sellers and the Target Companies; provided, however, that such insurance policy may be a "tail" policy covering acts or omissions occurring at or prior to the Closing Dateindemnifying party.