Common use of D&O Liabilities Clause in Contracts

D&O Liabilities. (a) From and after the Closing Date, to the extent permitted by Applicable Law, the certificate of incorporation, certificate of formation, bylaws or limited liability company operating agreement (or similar organizational documents) of each SALIC Group Company shall continue to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of each present and former director and officer of each of the SALIC Group Companies (collectively, the “Indemnified D&O Parties”) than are set forth in the organizational documents of the SALIC Group Companies as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the rights thereunder of any such individual. (b) For a period of six (6) years from and after the Closing Date, to the extent that the Indemnified D&O Parties are not otherwise covered as insureds under an existing policy of directors’ and officers’ liability insurance in accordance with the requirements set forth in this Section 5.8(b), Purchaser shall cause the SALIC Group Companies to maintain in effect policies of directors’ and officers’ liability insurance comparable to those maintained by the SALIC Group Companies or SRGL with respect to matters existing or occurring at or prior to the Closing Date; provided, that Purchaser or the SALIC Group Companies may substitute therefor policies of at least the same coverage containing terms and conditions that are not less advantageous than the existing policies (including with respect to the period covered); provided, further, that in lieu of maintaining the current policies of directors’ and officers’ liability insurance, Purchaser may cause the SALIC Group Companies to purchase “tail” coverage or otherwise replace such policies with coverage with a scope, policy limits and retained coverage not less favorable than the scope, policy limits and retained coverage currently provided. Notwithstanding the foregoing, at Purchaser’s direction and in satisfaction of Purchaser’s obligations under this Section 5.8(b), SALIC shall obtain such “tail” coverage in respect of SALIC’s existing policy of directors’ and officers’ liability insurance identified in Section 3.15 of the SALIC Disclosure Schedules (Policy No. ELU154535-18) on terms reasonably acceptable to Purchaser, to be effective as of the Closing Date.

D&O Liabilities. (a) From and after the Closing Date, to the extent permitted by Applicable Law, the certificate of incorporation, certificate of formation, bylaws or limited liability company operating agreement (or similar organizational documents) of each SALIC Group Company shall continue to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of each present and former director and officer of each of the SALIC Group Companies (collectively, the “Indemnified D&O Parties”) than are set forth in the organizational documents of the SALIC Group Companies as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the rights thereunder of any such individual. (b) For a period of six (6) years from and after the Closing Date, to the extent that the Indemnified D&O Parties are not otherwise covered as insureds beneficiaries under an existing policy of directors’ and officers’ liability insurance in accordance with the requirements set forth in this Section 5.8(b), Purchaser shall cause the SALIC Group Companies to maintain in effect policies of directors’ and officers’ liability insurance comparable to those maintained by the SALIC Group Companies or SRGL with respect to matters existing or occurring at or prior to the Closing Date; provided, that Purchaser or the SALIC Group Companies may substitute therefor policies of at least the same coverage containing terms and conditions that are not less advantageous than the existing policies (including with respect to the period covered); provided, further, that in lieu of maintaining the current policies of directors’ and officers’ liability insurance, Purchaser may cause the SALIC Group Companies to purchase “tail” coverage or otherwise replace such policies with coverage with a scope, policy limits and retained coverage not less favorable than the scope, policy limits and retained coverage currently provided. Notwithstanding the foregoing, at Purchaser’s direction and in satisfaction of Purchaser’s obligations under this Section 5.8(b), SALIC shall obtain such “tail” coverage in respect of SALIC’s existing policy of directors’ and officers’ liability insurance identified in Section 3.15 of the SALIC Disclosure Schedules (Policy No. ELU154535-18) on terms reasonably acceptable to Purchaser, to be effective as of the Closing Date.