Common use of D&O Liabilities Clause in Contracts

D&O Liabilities. (a) From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, the Buyer shall, and shall cause its Affiliates to, maintain in full the indemnification obligations set forth in the applicable organizational documents of the Acquired Companies, as in effect immediately prior to the Closing with such changes as may be required under applicable Law, with respect to all past directors and officers of the Acquired Companies as well as all directors and officers of the Acquired Companies as of the Closing Date, in each case, for acts or omissions occurring on or prior to the Closing Date in their capacities as such, and to indemnify and hold harmless such Persons in accordance therewith. The Buyer, the Seller and any Person entitled to indemnification under this Section 8.07(a) shall cooperate in the defense of any litigation under this Section 8.07(a) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. LEGAL_US_E # 189211418.6 (b) For the six-year period commencing immediately after the Closing, the Buyer shall cause the Acquired Companies to maintain in effect directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Closing with respect to those persons who are currently (and any additional persons who at or prior to the Closing become) covered by the Acquired Companies’ directors’ and officers’ liability insurance policies on terms with respect to such coverage, and in an amount, not less favorable to such individuals than those of such policies in effect on the date of this Agreement (or the Acquired Companies may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Closing; provided that any substitution or replacement of existing policies shall not result in any gaps or lapses of coverage with respect to facts, events, acts or omissions occurring at or prior to the Closing). (c) The provisions of this Section 8.07 are intended to be for the benefit of, and shall be enforceable by, past directors and officers of each of the Acquired Companies as well as all directors and officers of each of the Acquired Companies as of the Closing Date, his or her heirs and his or her representatives and, in addition to, and not in substitution for, and shall not impair any other rights to indemnification or contribution that any such Person may have by contract, under the applicable organizational documents of the applicable Company, under applicable Law, or otherwise.

D&O Liabilities. (a) From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, the Buyer Parent shall, and shall cause its Affiliates the Target Companies to, maintain in full the indemnification obligations set forth in the applicable organizational documents of the Acquired Target Companies, as in effect immediately prior to the Closing with such changes as may be required under applicable LawClosing, with respect to all past directors directors, officers and officers managers of each of the Acquired Target Companies as well as all directors directors, officers and officers managers of each of the Acquired Target Companies as of the Closing DateDate (each, together with such Person’s successors, heirs, executors or administrators, a “D&O Indemnified Person”), in each case, for acts or omissions occurring on or prior to the Closing Date in their capacities as such, and to indemnify and hold harmless such Persons in accordance therewith. The BuyerParent, the Seller Surviving Company and any D&O Indemnified Person entitled to indemnification under this Section 8.07(a) shall cooperate in the defense of any litigation under this Section 8.07(a) 6.06 and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. LEGAL_US_E # 189211418.6. (b) For the six-year period commencing immediately after At the Closing, the Buyer Parent shall, or shall cause the Acquired Companies Company to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to maintain in effect directors’ and officers’ liability insurance covering acts in an amount and scope, including terms, conditions, levels of coverage and retention, at least as favorable as the Company’s existing policies with respect to matters existing or omissions occurring at or prior to the Closing with respect to those persons who are currently Date; provided, that in no event shall the aggregate expense for such “tail” insurance policies exceed four hundred percent (and any additional persons who at or 400%) of the last annual premium paid by the Company prior to the Closing become) covered date hereof in respect of the coverage required to be obtained by this Section 6.06(b). Parent shall not, or shall cause the Acquired Companies’ directors’ and officers’ liability Company to not, cancel or change such insurance policies on terms with respect to such coverage, and in an amount, not less favorable to such individuals than those of such policies in effect on the date of this Agreement (or the Acquired Companies may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Closing; provided that any substitution or replacement of existing policies shall not result in any gaps or lapses of coverage with respect to facts, events, acts or omissions occurring at or prior to the Closing)respect. (c) In the event that all or substantially all of the equity or assets of any Target Company are sold, whether in one transaction or a series of transactions, then Parent shall, and shall cause each Target Company to, in each such case, ensure that the successors and assigns of any Target Company assume the obligations set forth in this Section 6.06. The provisions of this Section 8.07 6.06(c) will apply to all of the successors and assigns of any Target Company. (d) The obligations under this Section 6.06 will not be terminated or modified in such a manner as to affect adversely any D&O Indemnified Person to whom this Section 6.06 applies without the consent of such affected D&O Indemnified Person. The provisions of this Section 6.06 are intended to be for the benefit of, and shall will be enforceable byby (as express third-party beneficiaries), past directors each current and officers former officer, director, manager or similar functionary of each of the Acquired Companies as well as all directors any Target Company and officers of each of the Acquired Companies as of the Closing Date, his or her heirs and his or her representatives andrepresentatives, successors and assigns and are in addition to, and not in substitution for, and shall not impair any other rights to indemnification or contribution that any such Person person may have had by contract, under the applicable organizational documents of the applicable Company, under applicable Law, contract or otherwise.