Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) For a period of six (6) years following the Effective Time, the Surviving Company and its Subsidiaries shall indemnify, defend and hold harmless (solely to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof and which shall not be changed after the date hereof), each of the stockholders, members, managers, directors, officers and controlling Persons of Holdings and Company Group (each of them acting in such capacity at or prior to the Effective Time and in each case to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof) against all Losses with respect to all acts and omissions by them, or arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to Holdings and the Company Group, as the case may be, in their capacities as stockholders, members, managers, directors, officers or controlling Persons of Holdings and the Company Group, as the case may be, occurring at or prior to the Effective Time. Buyer agrees that all rights of such Persons to indemnification for acts or omissions occurring at or prior to the Effective Time as provided in the respective Organizational Documents of Holdings and the Company Group as now in effect shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of six (6) years following the Effective Time. (b) Prior to the Effective Time, Holdings shall obtain a directors’ and officers’ liability “tail” or “runoff” insurance program (the “D&O Tail”) covering for a period of six (6) years after the Closing Date the Persons who are, as of and prior to the Closing, covered by Holdings’ and the Company Group’s officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to and at the Effective Time, on terms which are no less favorable to such Persons than the terms of such current insurance in effect for Holdings and the Company Group prior to the Closing. The costs and fees of the D&O Tail shall be a Transaction Expense. (c) In the event Buyer, the Surviving Company or any of their respective Subsidiaries, successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, Buyer shall, and shall cause the Surviving Company and its Subsidiaries to, ensure that proper provisions shall be made so that the successors and assigns of the Surviving Company or its Subsidiaries (as applicable) assume the obligations set forth in this Section 4.15. (d) The provisions of this Section 4.15 are intended to be for the benefit of, and will be enforceable by, each such Person entitled to indemnification, his or her heirs and his or her representatives.

D&O Indemnification. (a) For a period All rights to indemnification, advancement of six (6) years following the Effective Time, the Surviving Company expenses and its Subsidiaries shall indemnify, defend and hold harmless (solely to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof and which shall not be changed after the date hereof), each of the stockholders, members, managers, directors, officers and controlling Persons of Holdings and Company Group (each of them acting in such capacity at or prior to the Effective Time and in each case to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof) against all Losses with respect to all acts and omissions by them, or arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to Holdings and the Company Group, as the case may be, in their capacities as stockholders, members, managers, directors, officers or controlling Persons of Holdings and the Company Group, as the case may be, occurring at or prior to the Effective Time. Buyer agrees that all rights of such Persons to indemnification exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time Closing now existing in favor of directors or officers of SSIC at or prior to the Closing (the “D&O Indemnified Parties”) as provided in the respective Organizational Documents of Holdings Documents, and the Company Group any existing indemnification agreements between such D&O Indemnified Parties and SSIC (in each case, as now in effect on the date of this Agreement) shall survive the Closing and shall continue in full force and effect in accordance with their terms terms, and for a period of six (6) years following from the Effective TimeClosing, shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such D&O Indemnified Parties for acts or omissions occurring at or prior to the Closing. (b) Prior SSIC shall maintain, at no expense to the Effective Timebeneficiaries, Holdings shall obtain a in effect for at least six years from the Closing Date, the current policies of the directors’ and officers’ liability “tail” insurance and fiduciary liability insurance maintained by SSIC (provided that SSIC may substitute therefor policies of at least the same coverage containing terms and conditions which are not less advantageous to any beneficiary thereof) with respect to matters existing or “runoff” insurance program (the “D&O Tail”) covering for a period of six (6) years after occurring at or prior to the Closing Date the Persons who are, as of and prior from insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance. Prior to the Closing, SSIC shall cause the persons who are directors or officers of SSIC as of or immediately upon the Closing to be added as covered by Holdings’ and beneficiaries under such policy effective as of the Company Group’s officers’ and directors’ liability insurance policies Closing (or shall arrange substantially equivalent coverage for such Persons) and, to the extent any such directors do not have indemnification agreements with respect to actions and omissions occurring prior to and at the Effective TimeSSIC, SSIC shall enter into an indemnification agreement with such directors on terms which are no less favorable to substantially consistent with such Persons than the terms of such current insurance in effect for Holdings and the Company Group prior to the Closing. The costs and fees of the D&O Tail shall be a Transaction Expenseagreements with existing directors. (c) In the event Buyer, the Surviving Company or any of their respective Subsidiaries, successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, Buyer shall, and shall cause the Surviving Company and its Subsidiaries to, ensure that proper provisions shall be made so that the successors and assigns of the Surviving Company or its Subsidiaries (as applicable) assume the obligations set forth in this Section 4.15. (d) The provisions of this Section 4.15 7.5 shall survive the Closing and are intended to be for the benefit of, and will shall be enforceable by, each such Person entitled to indemnification, D&O Indemnified Party and his or her heirs and his or her authorized representatives.

D&O Indemnification. (a) For a period of six (6) years following 6.6.1 Parent shall cause the Effective Time, the Surviving Company and its Subsidiaries shall indemnify, defend and hold harmless (solely to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof and which shall not be changed after the date hereof), each of the stockholders, members, managers, directors, officers and controlling Persons of Holdings and Company Group (each of them acting in such capacity at or prior to the Effective Time and in each case to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof) against all Losses with respect to all acts and omissions by them, or arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to Holdings and the Company Group, as the case may be, in their capacities as stockholders, members, managers, directors, officers or controlling Persons of Holdings and the Company Group, as the case may be, occurring at or prior to the Effective Time. Buyer agrees ensure that all rights to exculpation, indemnification, and advancement of expenses now existing in favor of each current or former director, manager or officer of the Company or its Subsidiaries, and each such Persons to indemnification person who served as a director, manager or officer of another corporation, partnership, joint venture, trust, pension, Employee Plan, or other Person at the request or for acts the benefit of the Company or omissions occurring at or prior to the Effective Time any of its Subsidiaries (each, together with such Person’s heirs, executors, administrators, and estate, a “Covered Party”) as provided in the their respective Organizational Documents certificate of Holdings and formation, limited liability company agreement, operating agreement, certificate of incorporation or bylaws or similar organizational or governing documents or in any contract with the Company Group as now in effect or any of its Subsidiaries shall survive the Closing and shall continue in full force and effect in accordance with their respective terms for a period of at least six (6) years following after the Effective TimeTime (or, in the case of any contract, in accordance with its terms), and will not be repealed, terminated, limited, amended or in any other way changed, in any way adverse to any Covered Party. (b) Prior to 6.6.2 Not later than the Effective Time, Holdings shall the Company will obtain for the benefit of the Covered Parties, and for at least a directors’ and officers’ liability six (6) year period thereafter, Parent will cause the Company to maintain in effect, a so-called “tail” or “runoff” insurance program policy (the “D&O Tail”) for such period covering for a period of six (6) years after acts or omissions occurring on or before the Closing Date the Effective Time with respect to those Persons who are, as of and prior to the Closing, are currently covered by Holdingsthe directors’ and the Company Group’s officers’ and directors’ liability insurance policies or employment practices liability insurance policies of the Company and its Subsidiaries set forth on Schedule 4.19, on terms with respect to actions such coverage and omissions occurring prior to and amounts at the Effective Time, on terms which are no less least as favorable to such Persons than the terms as those of such current insurance policies in effect for Holdings and on the Company Group prior to date hereof. Parent shall bear the Closing. The costs and fees cost of the D&O Tail; provided, that in no event shall Parent be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such D&O Tail (the “D&O Tail Premium”), and if such policy cannot be maintained for an amount not exceeding the D&O Tail Premium, then the Company shall obtain the most advantageous coverage obtainable under a substantially similar policy for a one-time premium not to exceed the D&O Tail Premium. 6.6.3 The rights of each Person under this Section 6.6 shall be a Transaction Expensein addition to, and not in limitation of, any other rights such Person may have under the certificates of formation, limited liability company agreements, operating agreements, certificates of incorporation or bylaws or other organizational or governing documents of the Company or any of its Subsidiaries, any other indemnification arrangement, the provisions of applicable Laws, directors’ and officers’, employment practices liability, or fiduciary liability insurance claims under any policy that is or has been in existence with respect to the Company or its Subsidiaries, or otherwise. (c) 6.6.4 In the event Buyerthat Parent, the Surviving Company Company, or any of its Subsidiaries, or any of their respective Subsidiaries, successors or assigns assigns, (ia) consolidates with or merges into any other Person and is shall not be the continuing or surviving entity of in such consolidation or merger or (iib) transfers all or substantially all of its properties and assets to any Person, Buyer shallthen, and in each such case, Parent shall cause the Surviving Company and its Subsidiaries to, ensure that proper provisions shall provision to be made so that the applicable successors and assigns of the Surviving Company or its Subsidiaries (as applicable) shall fully assume the obligations set forth in this Section 4.156.6. (d) The provisions of this Section 4.15 are intended to be for the benefit of, and will be enforceable by, each such Person entitled to indemnification, his or her heirs and his or her representatives.

D&O Indemnification. (a) For a period of six (6) years following the Effective Time, the Surviving Company Corporation and its Subsidiaries shall indemnify, defend and hold harmless (solely to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof and which shall not be changed after the date hereof), each of the stockholders, members, managers, directors, officers and controlling Persons of Holdings and Company Group (each of them acting in such capacity at or prior to the Effective Time and in each case to the extent permitted by the Organizational Documents of each such entity as in effect as of the date hereof) against all Losses with respect to all acts and omissions by them, or arising out of any violations or alleged violations of fiduciary duties of care or loyalty or other fiduciary duties to Holdings and the Company GroupCompany, as the case may be, in their capacities as stockholders, members, managers, directors, officers or controlling Persons of Holdings and the Company GroupCompany, as the case may be, occurring at or prior to the Effective Time. Buyer agrees that all rights of such Persons to indemnification for acts or omissions occurring at or prior to the Effective Time as provided in the respective Organizational Documents of Holdings and the Company Group as now in effect shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of six (6) years following the Effective Time. (b) Prior to the Effective Time, Holdings shall obtain a directors’ and officers’ liability “tail” or “runoff” insurance program (the “D&O Tail”) covering for a period of six (6) years after the Closing Date the Persons who are, as of and prior to the Closing, covered by Holdings’ and the Company GroupCompany’s officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to and at the Effective Time, on terms which are no less favorable to such Persons than the terms of such current insurance in effect for Holdings and the Company Group prior to the Closing. The costs and fees of the D&O Tail shall be a Transaction Expenseborne fifty percent (50%) by the Buyer and fifty percent (50%) by the Shareholders. (c) In the event Buyer, the Surviving Company Corporation or any of their respective Subsidiaries, successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, Buyer shall, and shall cause the Surviving Company Corporation and its Subsidiaries to, ensure that proper provisions shall be made so that the successors and assigns of the Surviving Company Corporation or its Subsidiaries (as applicable) assume the obligations set forth in this Section 4.154.18. (d) The provisions of this Section 4.15 4.18 are intended to be for the benefit of, and will be enforceable by, each such Person entitled to indemnification, his or her heirs and his or her representatives.