Common use of D&O Liabilities Clause in Contracts

D&O Liabilities. From and after the Closing Date, Buyer shall not, and shall cause the Transferred Companies not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of any of the Transferred Companies at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified, either under Delaware Law or other applicable Law or the organizational documents of the Transferred Companies as they existed prior to the Closing Date, against any costs or expenses (including attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date and relating to the fact that the D&O Indemnified Person was a director or officer of a Transferred Company, whether asserted or claimed prior to, at or after the Closing Date.

D&O Liabilities. From and after the Closing Date, Buyer shall not, and shall cause the Transferred Companies not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of any of the Transferred Companies Company at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified, either under Delaware Law or other applicable Applicable Law or the organizational documents Organizational Documents of the Transferred Companies as they existed immediately prior to the Closing Date, against any costs or expenses (including attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date and relating to the fact that the D&O Indemnified Person was a director or officer of a any Transferred Company, whether asserted or claimed prior to, at or after the Closing Date.

D&O Liabilities. From and after the Closing Date, Buyer shall not, and shall cause the Transferred Companies not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of any of the Transferred Companies at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified, either under Delaware Law or other indemnified by any Seller Party after the Closing in accordance with any applicable Law or the organizational documents of the Transferred Companies indemnity obligations as they existed immediately prior to the Closing DateClosing, against any costs or expenses (including attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities Liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date and relating to the fact that the D&O Indemnified Person was a director or officer of the Companies or acted as a Transferred Companydirector or officer of another Person at the request of the Companies, whether asserted or claimed prior to, at or after the Closing Date.

D&O Liabilities. From and after the Closing Date, Buyer shall not, and shall cause the Transferred Companies not to, take any steps that would reasonably be expected to affect adversely the rights of any individual who served as a director or officer of any of the Transferred Companies at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified, either under the Delaware Law Act or other applicable Law or the organizational documents Organizational Documents of the Transferred Companies as they existed prior to the Closing Date, against any costs or expenses Liabilities (including attorneys’ ' fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, lossesLosses, charges, demands, actions, suits, proceedingsActions, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities obligations or amounts paid in settlement incurred in connection with any claimAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing Date and relating to the fact that the D&O Indemnified Person was a director or officer of a Transferred Company, whether asserted or claimed prior to, at or after the Closing Date.