Common use of D&O Liabilities Clause in Contracts

D&O Liabilities. (a) From and after the Closing Date, and without limiting the right of North Bay to dissolve as required hereunder, each of Enstar and Trident shall not, and shall cause their respective Affiliates 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 North Bay or any of its Subsidiaries at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified, either under Applicable Law or the Organizational Documents of such company or its Subsidiaries 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 such company or its Subsidiaries, whether asserted or claimed prior to, at or after the Closing Date. (b) Without limiting the foregoing, Enstar shall cause RemainCo and its Subsidiaries, and Trident shall cause Northshore and its Subsidiaries, (i) to maintain in full for a period of not less than six (6) years from the Closing Date provisions in their respective Organizational Documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of such company’s and its Subsidiaries’ former and current officers, directors and employees that are no less favorable to those Persons than the provisions of the Organizational Documents of the company or such Subsidiary, as applicable, in each case, as of the date of this Agreement (and, in light of the dissolution of North Bay, the Organizational Documents of RemainCo shall be amended to cover the former officers, directors and employees of North Bay prior to the Closing Date to the extent permitted by Applicable Law), and to indemnify and hold harmless such Persons in accordance therewith and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law. (c) For a period of six (6) years following the Closing Date, the Enstar Parties shall cause directors’ and officers’ liability insurance and fiduciary liability insurance to be provided for the benefit of the directors and officers of North Bay as of immediately prior to the Closing Date on terms and conditions no less advantageous than the insurance provided for the benefit of such persons as of immediately prior to the Closing Date.

D&O Liabilities. (a) From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, and without limiting the right of North Bay to dissolve as required hereunder, each of Enstar and Trident shall not(i) Buyer shall, and shall cause their respective Affiliates not the Acquired Companies to, take (A) with respect to PLICMI, not change or amend its organizational documents in any steps way that would reasonably be expected limit PLICMI’s right to affect adversely the rights of any individual who served as a director or officer of North Bay or any of its Subsidiaries at any time prior provide indemnification to the Closing Date fullest extent permitted under applicable Law to past directors (each, a “D&O Indemnified Person”including the Independent Directors) to be indemnified, either under Applicable Law or and officers of PLICMI as well as all directors (including the Organizational Documents Independent Directors) and officers of such company or its Subsidiaries PLICMI as they existed immediately prior to of the Closing Date, against any costs in each case, for acts 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 omissions occurring at or prior to the Closing Date in their capacities as such, but in all cases excluding the Principal Seller Owner and relating (B) with respect to GBIG, LLC, maintain in full the indemnification obligations set forth in its organizational documents, as in effect immediately prior to the fact that the D&O Indemnified Person was a director or officer Closing, with such changes as may be required under applicable Law, with respect to all past officers and managers of such company or its SubsidiariesGBIG, whether asserted or claimed prior toLLC as well as all officers and managers of GBIG, at or after LLC as of the Closing Date. (b) Without limiting the foregoing, Enstar shall cause RemainCo and its Subsidiaries, and Trident shall cause Northshore and its Subsidiaries, (i) to maintain in full for a period of not less than six (6) years from the Closing Date provisions in their respective Organizational Documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of such company’s and its Subsidiaries’ former and current officers, directors and employees that are no less favorable to those Persons than the provisions of the Organizational Documents of the company or such Subsidiary, as applicable, in each case, as of the date of this Agreement (and, in light of the dissolution of North Bay, the Organizational Documents of RemainCo shall be amended to cover the former officers, directors and employees of North Bay for acts or omissions occurring at or prior to the Closing Date to in their capacities as such, but in all cases excluding the extent permitted by Applicable Law)Principal Seller Owner, and to (ii) Buyer shall cause the Acquired Companies to, indemnify and hold harmless such Persons in accordance therewith with the relevant organizational documents. Buyer shall cause PLICMI to perform all obligations set forth in and (iiotherwise fully comply with the terms of the Indemnification Agreements and to indemnify and hold harmless the Independent Directors in accordance with PLICMI’s organizational documents, and to the fullest extent permitted by applicable law. The Acquired Companies, as required thereby, Seller and any Person entitled to indemnification under this Section 8.06(a) not shall cooperate in the defense of any litigation under this Section 8.06(a) and shall provide access to amendproperties and individuals as reasonably requested and furnish or cause to be furnished records, repeal information and testimony, and attend such conferences, discovery proceedings, hearings, trials or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderappeals, as may be, in each case, except as required by Applicable Lawreasonably requested in connection therewith. (cb) For a period of the six (6) years following year period commencing immediately after the Closing DateClosing, the Enstar Parties Buyer shall, and shall cause the Acquired Companies to, maintain in effect directors’ and officers’ liability insurance and fiduciary liability insurance to be provided for the benefit of the directors and officers of North Bay as of immediately covering acts or omissions occurring at or prior to the Closing Date on terms with respect to those Persons who are currently (and conditions no less advantageous than the insurance provided for the benefit of such persons as of immediately 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 amount, not less favorable to such individuals than those of such policies of the Acquired Companies in effect on the date of this Agreement. Any substitutions or replacements of such directors’ and officers’ liability insurance policies of the Acquired Companies at or subsequent to the Closing by Buyer or its Affiliates (including the Acquired Companies) must be, in each case, only with admitted insurers with an A. M. Best insurer financial strength rating of at least “A” or a Standard & Poor’s insurer financial strength rating of at least “AA”, and on terms with respect to such coverage at least as favorable as the coverage under the Acquired Companies’ existing directors’ and officers’ liability insurance policies (copies of which have been provided to Buyer prior to the date of this Agreement) with respect to matters occurring prior to the Closing. Notwithstanding the foregoing, if the premium for any such directors’ and officers’ liability insurance policy exceeds $500,000 in the aggregate, Buyer may instead obtain (or cause to be obtained) such policy with the greatest coverage available for a total cost not exceeding $500,000 in the aggregate. (c) The provisions of this Section 8.06 are intended to be for the benefit of, and shall be enforceable by, all past directors (including the Independent Directors), officers and managers of each of the Acquired Companies as well as all directors (including the Independent Directors), officers and managers of each of the Acquired Companies as of the Closing Date, his or her heirs and his or her Representatives (but in all cases excluding the Principal Seller Owner) and, shall be in addition to, and not in substitution for, and shall not impair, restrict or diminish any other rights to indemnification or contribution that any such Person may have by Contract, including, without limitation, the Indemnification Agreements, under the applicable organizational documents of the Acquired Companies, under applicable Law, or otherwise. (d) For the six (6) year period commencing immediately after the Closing, in the event that Buyer and/or the Acquired Companies: (i) consolidates with or amalgamates, combines or merges into any other Person and is not the continuing or surviving Person of such consolidation, amalgamation, combination or merger; or (ii) sells, transfers, pledges or otherwise disposes of all or substantially all (measured as of its most recent available balance sheet) of its properties or assets (whether in one transaction or a series of related transactions) to one or more Persons, then, in each such case, proper provision shall be made prior to the consummation of any such transaction so that each such Person shall assume, by a written instrument entered into for the benefit of, and enforceable by, all past directors (including the Independent Directors), officers and managers (excluding the Principal Seller Owner), the obligations of Buyer and the Acquired Companies pursuant to, and in accordance with, this Section 8.06. Neither Buyer nor the Acquired Companies shall enter into or participate in any transaction designed to evade, or with the purpose of evading, its obligations under this Section 8.06.

D&O Liabilities. (a) From and after the Closing Date until the sixth (6th) anniversary of the Closing Date, and without limiting the right of North Bay to dissolve as required hereunder, each of Enstar and Trident shall not(i) Buyer shall, and shall cause their respective Affiliates not the Acquired Companies to, take (A) with respect to PLICMI, not change or amend its organizational documents in any steps way that would reasonably be expected limit PLICMI’s right to affect adversely the rights of any individual who served as a director or officer of North Bay or any of its Subsidiaries at any time prior provide indemnification to the Closing Date fullest extent permitted under applicable Law to past directors (each, a “D&O Indemnified Person”including the Independent Directors) to be indemnified, either under Applicable Law or and officers of PLICMI as well as all directors (including the Organizational Documents Independent Directors) and officers of such company or its Subsidiaries PLICMI as they existed immediately prior to of the Closing Date, against any costs in each case, for acts 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 omissions occurring at or prior to the Closing Date in their capacities as such, but in all cases excluding the Principal Seller Owner and relating (B) with respect to GBIG, LLC, maintain in full the indemnification obligations set forth in its organizational documents, as in effect immediately prior to the fact that the D&O Indemnified Person was a director or officer Closing, with such changes as may be required under applicable Law, with respect to all past officers and managers of such company or its SubsidiariesGBIG, whether asserted or claimed prior toLLC as well as all officers and managers of GBIG, at or after LLC as of the Closing Date. (b) Without limiting the foregoing, Enstar shall cause RemainCo and its Subsidiaries, and Trident shall cause Northshore and its Subsidiaries, (i) to maintain in full for a period of not less than six (6) years from the Closing Date provisions in their respective Organizational Documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of such company’s and its Subsidiaries’ former and current officers, directors and employees that are no less favorable to those Persons than the provisions of the Organizational Documents of the company or such Subsidiary, as applicable, in each case, as of the date of this Agreement (and, in light of the dissolution of North Bay, the Organizational Documents of RemainCo shall be amended to cover the former officers, directors and employees of North Bay for acts or omissions occurring at or prior to the Closing Date to in their capacities as such, but in all cases excluding the extent permitted by Applicable Law)Principal Seller Owner, and to (ii) Buyer shall cause the Acquired Companies to, indemnify and hold harmless such Persons in accordance therewith with the relevant organizational documents. Buyer shall cause PLICMI to perform all obligations set forth in and (iiotherwise fully comply with the terms of the Indemnification Agreements and to indemnify and hold harmless the Independent Directors in accordance with PLICMI’s organizational documents, and to the fullest extent permitted by applicable law. The Acquired Companies, as required thereby, Seller and any Person entitled to indemnification under this Section 8.06(a) not shall cooperate in the defense of any litigation under this Section 8.06(a) and shall provide access to amendproperties and individuals as reasonably requested and furnish or cause to be furnished records, repeal information and testimony, and attend such conferences, discovery proceedings, hearings, trials or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderappeals, as may be, in each case, except as required by Applicable Lawreasonably requested in connection therewith. (cb) For a period of the six (6) years following year period commencing immediately after the Closing DateClosing, the Enstar Parties Buyer shall, and shall cause the Acquired Companies to, maintain in effect directors’ and officers’ liability insurance and fiduciary liability insurance to be provided for the benefit of the directors and officers of North Bay as of immediately covering acts or omissions occurring at or prior to the Closing Date on terms with respect to those Persons who are currently (and conditions no less advantageous than the insurance provided for the benefit of such persons as of immediately 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 amount, not less favorable to such individuals than those of such policies of the Acquired Companies in effect on the date of this Agreement. Any substitutions or replacements of such directors’ and officers’ liability insurance policies of the Acquired Companies at or subsequent to the Closing by Buyer or its Affiliates (including the Acquired Companies) must be, in each case, only with admitted insurers with an A. M. Best insurer financial strength rating of at least “A” or a Standard & Poor’s insurer financial strength rating of at least “AA”, and on terms with respect to such coverage at least as favorable as the coverage under the Acquired Companies’ existing directors’ and officers’ liability insurance policies (copies of which have been provided to Buyer prior to the date of this Agreement) with respect to matters occurring prior to the Closing. Notwithstanding the foregoing, if the premium for any such directors’ and officers’ liability insurance policy exceeds $500,000 in the aggregate, Buyer may instead obtain (or cause to be obtained) such policy with the greatest coverage available for a total cost not exceeding $500,000 in the aggregate. (c) The provisions of this Section 8.06 are intended to be for the benefit of, and shall be enforceable by, all past directors (including the Independent Directors), officers and managers of each of the Acquired Companies as well as all directors (including the Independent Directors), officers and managers of each of the Acquired Companies as of the Closing Date, his or her heirs and his or her Representatives (but in all cases excluding the Principal Seller Owner) and, shall be in addition to, and not in substitution for, and shall not impair, restrict or diminish any other rights to indemnification or contribution that any such Person may have by Contract, including, without limitation, the Indemnification Agreements, under the applicable organizational documents of the Acquired Companies, under applicable Law, or otherwise. (d) For the six (6) year period commencing immediately after the Closing, in the event that Buyer and/or the Acquired Companies: (i) consolidates with or amalgamates, combines or merges into any other Person and is not the continuing or surviving Person of such consolidation, amalgamation, combination or merger; or (ii) sells, transfers, pledges or otherwise disposes of all or substantially all (measured as of its most recent available balance sheet) of its properties or assets (whether in one transaction or a series of related transactions) to one or more Persons, then, in each such case, proper provision shall be made prior to the consummation of any such transaction so that each such Person shall assume, by a written instrument entered into for the benefit of, and enforceable by, all past directors (including the Independent Directors), officers and managers (excluding the Principal Seller Owner), the obligations of Buyer and the Acquired Companies pursuant to, and in accordance with, this Section 8.