Common use of Director & Officer Indemnification Clause in Contracts

Director & Officer Indemnification. (a) During the period from and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity to ensure, and the Surviving Entity immediately following the Second Merger Effective Time shall ensure, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person.

Director & Officer Indemnification. (a) During the For a period from and of six (6) years after the date hereof until the Second Merger Effective TimeClosing, Parent shall Buyer will cause the Surviving Entity Company and its Subsidiaries to ensureindemnify, defend and hold harmless to the Surviving Entity immediately following fullest extent permitted under applicable Law, all past and present managers, directors and officers of the Second Merger Effective Time shall ensureCompany or any of its Subsidiaries (each in such capacities and, that all rights to indemnificationtogether with such person’s heirs, advancement executors or administrators, a “Company Indemnified Party”) against any liabilities, damages, costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any Claims (whether asserted before or after the Closing) arising out of expenses, and limitation of liability now existing in favor of any individual who, acts or omissions occurring at or prior to the Second Merger Effective TimeClosing in connection with such Company Indemnified Party having served as a manager, was a director, officer, employee director or agent officer of the Company or any of its Subsidiaries or who, having served at the request of the Company or any of its Subsidiaries, served Subsidiaries as a directormanager, officerdirector or officer of any other corporation, member, trustee or fiduciary of another corporationlimited liability company, partnership, joint venture, trustemployee benefit plan, pension trust or other employee benefit plan or enterprise (collectivelybusiness, with such individual’s heirsand, executors or administrators, the “Indemnified Persons”) solely to the greatest extent provided in permitted under applicable law that such Company Indemnified Parties have the respective governing documents and indemnification or similar agreements right to which advancement of expenses from the Company or any of its Subsidiaries pursuant to either (i) the Constituent Documents of the Company or its Subsidiaries or (ii) Indemnification Agreements with the Company or its Subsidiaries, in each case as in effect as of the date of this Agreement, to provide advancement of expenses to any such Company Indemnified Party, subject to receipt of an undertaking from such Company Indemnified Party to repay such advanced amounts if it is determined by a party or boundcourt of competent jurisdiction in a final judgment that such Company Indemnified Party was not entitled to indemnification, in each case as permitted by applicable Law. Buyer shall survive cause the Mergers Company and shall continue its Subsidiaries to include and maintain in full force and effect effect, for a period of six (6) years from after the Second Merger Effective Time and indemnification or similar agreements and Closing Date, the provisions with respect regarding indemnification of liability of managers, officers and directors that are in the Company’s or its Subsidiaries’, as applicable, Constituent Documents as in effect as of the date of this Agreement. Buyer shall cause the Company and its Subsidiaries to indemnification, advancement of expenses, and limitations on liability honor all indemnification agreements as set forth in such governing documents shall not be amended, repealed or otherwise modified this Section 4.4(a) with any Company Indemnified Party in any manner that would adversely affect the rights effect as of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement date of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Personthis Agreement.

Director & Officer Indemnification. (a) During the period from and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity to ensure, and the The Surviving Entity immediately following the Second Merger Effective Time shall ensure, ensure that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective TimeTime was, was a directormanager, officer, employee or agent director and officer of (i) the Company or any of its Subsidiaries or who, at Entities (the request of “Company Indemnified Persons”) and (ii) Parent (the “Parent Indemnified Persons” and together with the Company or any of its SubsidiariesIndemnified Persons, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries Subsidiaries, on the one hand, or Parent on the other hand, is a party or bound, shall survive the Mergers Merger and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person.. 68

Director & Officer Indemnification. (a) During the For a period from and of six (6) years after the date hereof until the Second Merger Effective TimeClosing, Parent shall Buyer will cause the Surviving Entity Company to ensure(i) indemnify, defend and hold harmless to the Surviving Entity immediately following fullest extent permitted under applicable Law, all past and present managers, employees, agents, directors and officers of the Second Merger Effective Time shall ensureCompany (each in such capacities and, that all rights to indemnificationtogether with such person’s heirs, advancement executors or administrators, a “Company Indemnified Party”) against any Liabilities, costs, expenses or other Losses (including reasonable attorneys’ fees and expenses) incurred in connection with any Claims (whether asserted before or after the Closing) arising out of expenses, and limitation of liability now existing in favor of any individual who, acts or omissions occurring at or prior to the Second Merger Effective TimeClosing related to, was or arising out of, the Specified Liabilities in connection with such Company Indemnified Party having served as a manager, director, officer, agent or employee or agent of the Company or any of its current or former Subsidiaries or who, having served at the request of the Company or any of its Subsidiaries, served current or former Subsidiaries as a manager, director, officer, memberagent or employee of any other corporation, trustee or fiduciary of another corporationlimited liability company, partnership, joint venture, trustemployee benefit plan, pension trust or other employee benefit plan or enterprise business, and (collectivelyii) provide, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the greatest extent provided in permitted under applicable law, advancement of expenses to each Company Indemnified Party from the respective governing documents and indemnification or similar agreements Company pursuant to which either the Constituent Documents of the Company or indemnification agreements with the Company, in each case as in effect as of the date of this Agreement, subject to receipt of an undertaking from such Company Indemnified Party to repay such advanced amounts if it is determined by a court of competent jurisdiction in a final judgment that such Company Indemnified Party was not entitled to indemnification. Buyer shall cause the Company to honor all indemnification agreements subject to this Section 4.4(a) with any Company Indemnified Party in effect as of its Subsidiaries is a party or boundthe date of this Agreement. For the avoidance of doubt, this Section 4.4(a) shall survive only require Buyer to cause the Mergers and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and Company to provide indemnification or similar agreements and the provisions with respect advance expenses to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Company Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent Party for Claims related to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified PersonSpecified Liabilities.

Director & Officer Indemnification. (a) During the For a period from and of six (6) years after the date hereof until the Second Merger Effective Time, Parent shall Buyer will cause the Surviving Entity Company to ensureindemnify, defend and the Surviving Entity immediately following the Second Merger Effective Time shall ensurehold harmless, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective Time, was a director, officer, employee or agent same extent required by the certificate of formation of the Company or any and the Company LLC Agreement as in effect on the date of its Subsidiaries or whothis Agreement and as permitted under applicable Law, at the request all past and present directors and officers of the Company or and any of its SubsidiariesCompany Subsidiary (each, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, together with such individualperson’s heirs, executors or administrators, the a “Company Indemnified PersonsParty”) solely against any liabilities, damages, costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any Proceeding (whether asserted before or after the Effective Time) arising out of acts or omissions occurring at or prior to the extent provided Effective Time in the respective governing documents and indemnification connection with such Company Indemnified Party having served as a director or similar agreements to which officer of the Company or a Company Subsidiary or having served at the request of the Company as a director, officer or employee of any other corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other business, and, to the same extent that such Company Indemnified Parties have the right to advancement of its Subsidiaries expenses from the Company as of the date of this Agreement, to provide advancement of expenses to any such Company Indemnified Party, subject to receipt of an undertaking from such Company Indemnified Party to repay such advanced amounts if it is determined by a party court of competent jurisdiction in a final judgment that such Company Indemnified Party was not entitled to indemnification. Parent shall cause the Surviving Company (or boundany successor) to include and maintain in effect, shall survive the Mergers and shall continue in full force and effect for a period of six (6) years from after the Second Merger Effective Time and indemnification or similar agreements and Time, the provisions regarding indemnification and elimination of liability of directors that are in the Company’s Constituent Documents as in effect as of the date of this Agreement. Parent shall cause the Surviving Company to honor all indemnification agreements with respect to indemnification, advancement of expenses, and limitations on liability any Company Indemnified Party set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights on Section 5.5(a) of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent Company Disclosure Letter to the entry of judgment extent such agreements remain in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Personeffect at the Effective Time.

Director & Officer Indemnification. The Corporation shall, prior to Closing, secure a directors’ and officers’ errors and omissions insurance coverage for current and former directors and officers on “trailing” or “run-off” basis, for such duration no less than six (a6) During the period from and after the date hereof until the Second Merger Effective Timeyears, Parent shall cause the Surviving Entity to ensure, such insurance coverage and the Surviving Entity immediately following policies thereof to be fully pre-paid by the Second Merger Effective Time shall ensure, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or Corporation prior to the Second Merger Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served Closing and treated as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for Transaction Expense. For a period of six (6) years from following the Second Merger Effective Time Closing Date, the Corporation or its successor shall fulfill and honor in all respects the obligations of the Corporation pursuant to any indemnification or similar agreements provisions under applicable law, the by-laws of the Corporation and the documents listed in Schedule 4.05 as in effect on the date hereof insofar as such indemnification provisions with respect relate to indemnificationthe directors and officers of the Corporation (such directors and officers being herein referred to as the “Corporation Indemnitees”). The rights of each Corporation Indemnitee shall be enforceable by each such Corporation Indemnitee or his or her heirs, advancement personal representatives, successors or assigns. Notwithstanding the foregoing, the obligations of expenses, the Corporation or its successor (i) shall be subject to any limitation imposed by Applicable Law and limitations on liability set forth in such governing documents (ii) shall not be amendeddeemed to release any Corporation Indemnitee who is also an officer or director of the Corporation from his or her obligations pursuant to this Agreement, repealed nor shall such Corporation Indemnitee have any right of contribution, indemnification or otherwise modified in right of advancement from the Corporation or its successor with respect with any manner that would adversely affect the rights Loss claimed by any of the Indemnified Persons thereunder; providedParties against such Corporation Indemnitee in his or her capacity as a Vendor. The Parent hereby covenants and agrees with the Vendors that, during the period commencing on the Closing Date and ending on the date that in the event any claim or claims are asserted or made within such is six (6) year periodyears from the Closing, all it shall not take any actions to cancel, terminate, supplement, amend or let lapse the directors and officers and errors and omissions insurance policies referred to herein without the prior written consent of the Vendor Representative. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any Non-Employee Director (as defined below) except with the proceeds of such directors and officers and errors and omissions insurance policies actually received by the Corporation for purposes of indemnifying such Non-Employee Director, and each Non-Employee Director shall be required, as a condition to Closing, to deliver to the Corporation and the Purchaser a release of such director’s rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent reserving only rights to indemnification to the entry extent the proceeds of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete such directors and unconditional release officers and errors and omissions insurance policies are actually received by the Corporation for any purposes of indemnifying such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person.Non-Employee Director. “