Common use of D&O Tail Clause in Contracts

D&O Tail. (a) Prior to the Closing, the Company shall have purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Tail”) for its present and former directors and officers (the “D&O Indemnified Parties”) which shall provide such D&O Indemnified Parties with coverage for six (6) years following the Effective Time on substantially comparable terms and conditions as the existing coverage applicable to the D&O Indemnified Parties immediately prior to the Effective Time. All costs of the D&O Tail shall be borne by the Company and shall be treated as a Company Transaction Expense at Closing. (b) For the six (6) years following the Effective Time, the Purchaser shall not, and shall cause the Surviving Corporation not to, without the prior consent of the Equityholder Representative, cancel, amend or otherwise limit the D&O Tail. (c) In addition to the D&O Tail, for the six (6) years following the Effective Time, the Purchaser and its successors and assigns shall maintain in effect any contract of the Company set forth on Schedule 8.4(c), or any company organizational document pursuant to which any D&O Indemnified Party has a right to indemnification, contribution, or advancement as of immediately prior to the Effective Time. (d) This Section 8.4 (i) shall survive the consummation of the Merger, (ii) is intended to benefit each of the D&O Indemnified Parties and their respective heirs, (iii) shall be binding on all successors and assigns of the Purchaser and the Surviving Corporation, as applicable, and shall be enforceable by the D&O Indemnified Parties and (iv) shall not be terminated or modified in such a manner as to adversely affect the rights of any D&O Indemnified Party under this Section 8.4 without the written consent of such affected D&O Indemnified Party.

D&O Tail. (a) Prior to the Closing, the Company shall have purchased an obtain and fully pay the premium for a non-cancellable extended reporting period endorsement under to the Company’s existing directors’ and officers’ liability insurance coverage policy to be effective for a period of at least six (6) years beginning on the Effective Time (the “D&O Tail”). (b) for its present and former From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, (i) the indemnification provisions in the Organizational Documents of the Surviving Corporation whereby the Surviving Corporation is obligated to indemnify those Persons who are the directors and officers of the Company as of immediately prior to the Effective Time (the “D&O Indemnified PartiesPersons”) which shall provide such D&O Indemnified Parties with coverage for six (6) years following the Effective Time on substantially comparable terms their acts and conditions as the existing coverage applicable to the D&O Indemnified Parties immediately omissions occurring prior to the Effective Time. All costs of Time shall not be amended, modified, or waived, except (x) where such amendment, modification or waiver does not materially and adversely affect the D&O Tail shall be borne by Indemnified Persons or does not disproportionately affect the Company D&O Indemnified Persons relative to the other directors and shall be treated as a Company Transaction Expense at Closing. (b) For the six (6) years following the Effective Time, the Purchaser shall not, and shall cause officers of the Surviving Corporation that are not toD&O Indemnified Persons, without or (y) is required under applicable Law, and (ii) the prior consent of Surviving Corporation shall not take any action that is intended to retroactively invalidate or negate the Equityholder Representative, cancel, amend or otherwise limit indemnification provisions in the D&O Tail. (c) In addition to the D&O Tail, for the six (6) years following the Effective Time, the Purchaser and its successors and assigns shall maintain in effect any contract Organizational Documents of the Company set forth on Schedule 8.4(c), or any company organizational document pursuant to which any D&O Indemnified Party has a right to indemnification, contribution, or advancement that are in effect as of immediately prior to the Effective Time. (dc) This The provisions of this Section 8.4 (i) 6.6 shall survive the consummation of the Merger, Merger and are (iii) is intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Parties Persons and their respective heirssuccessors, assigns and heirs and (iiiii) shall be binding on all successors and assigns of the Purchaser and the Surviving Corporation, as applicablein addition to, and shall be enforceable not in substitution for, any other rights to indemnification or contribution that any such Person may have by the D&O Indemnified Parties and (iv) shall contract or otherwise. This Section 6.6 may not be terminated amended, altered or modified in such a manner as to adversely affect the rights of any D&O Indemnified Party under this Section 8.4 repealed without the prior written consent of such the affected D&O Indemnified PartyPerson.