Common use of D&O Policy Clause in Contracts

D&O Policy. From the Closing Date until the sixth anniversary of the Closing Date, all rights to indemnification by the Company existing in favor of those individuals who were prior to, or who are as of, the Closing Date, directors or officers of the Company for their acts and omissions occurring prior to the Closing (“D&O Covered Persons”), as provided in Seller’s or the Company’s Organizational Documents shall survive the Closing and shall be observed by the Seller to the fullest extent available pursuant to the Seller’s or the Company’s Organizational Documents under applicable Law, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 6.7 until disposition of such claim. Seller shall maintain its directors’ and officers’ insurance policy or any replacement thereof for no less than six years following the Closing Date for the benefit of the D&O Covered Persons with respect to their acts and omissions occurring prior to the Closing (including, in the event of any acquisition of Seller, including any Seller Change in Control, by obtaining and maintaining a prepaid “tail” policy with substantially similar coverage for the benefit of the D&O Covered Persons from the date such acquisition is consummated until the sixth anniversary of the Closing Date). From the Closing Date until the sixth anniversary of the Closing Date, Seller shall, and shall cause its Subsidiaries and Representatives to, cooperate with Buyer and take such actions with respect to any such insurance policy or “tail” policy, including without limitation the making of claims, as reasonably requested by Buyer. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby and are intended to be for the benefit of, and will be enforceable by, each of the D&O Covered Persons and their successors, assigns and heirs.