Common use of D&O Policy Clause in Contracts

D&O Policy. (a) Prior to the Closing Date, the Group Entities and Members have obtained an insurance policy to be effective as of the Closing (the “D&O Policy”). The cost of such D&O Policy is a one-time premium (the “D&O Premium”), and to the extent that the D&O Premium was not fully paid prior to the Closing, it shall constitute a Transaction Expense payable in accordance with Section 2.10 (and, for the avoidance of doubt, to the extent not paid at Closing, subject to indemnification under Section 12.02(a)(iii)). (b) For the period of coverage provided by the D&O Policy, Holdings shall cause to be maintained in effect provisions in the Organizational Documents of each Acquired Entity (or in the Organizational Documents of any successor to the business of any Acquired Entity) and each of their respective Subsidiaries regarding exculpation and indemnification (and advancement of expenses, if any) to the extent required in order to allow for coverage under the D&O Policy to the beneficiaries of such D&O Policy with all claims under any such Organizational Documents to be paid solely by the insurer under such D&O Policy in accordance with the D&O Policy; provided that such indemnification (and advancement of expenses, if any) shall be fully covered by the D&O Policy and paid by the D&O Policy insurer with no Liability (including any premium or deductible) to Holdings, any of its Subsidiaries, Parent or any of their respective Affiliates, other than claims (i) excluded from coverage under the D&O Policy and agreed to in writing between Parent and the Member Representative prior to Closing or (ii) with respect to Members, officers, managers, directors and employees of each Acquired Entity and each of their respective Subsidiaries (other than the Principals or their Affiliates (for purposes of this exception to clause (ii), “Affiliates” of the Principals shall exclude any Acquired Entity or Subsidiary of any Acquired Entity)).