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 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 Companies at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified by any Seller Party after the Closing in accordance with any applicable indemnity obligations as they existed immediately prior to the Closing, 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 the Companies or acted as a director 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 Companies Company 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 Companies Company at any time prior to the Closing Date (each, a “D&O Indemnified Person”) to be indemnified by any Seller Party after indemnified, either under Applicable Law or the Closing in accordance with any applicable indemnity obligations Organizational Documents of the Company as they existed immediately prior to the ClosingClosing 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 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 director or officer of another Person at the request of the CompaniesCompany, whether asserted or claimed prior to, at or after the Closing Date. Seller, on its own behalf and on behalf of its Affiliates, hereby expressly releases, surrenders, forgives and waives any and all rights or claims it has or may in the future have against any director or officer of the Company, solely in their capacities as such, with respect to any matter arising or existing at any time period ending on or prior to the Closing Date.