Common use of D&O Clause in Contracts

D&O. For a period of six years after the Closing, the Purchaser, the Company and its Subsidiaries will not amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Company's or any of its Subsidiaries' respective charters or bylaws relating to exculpation or indemnification of any officers or directors, it being the intent of the parties that the officers and directors of the Company and its Subsidiaries on the date hereof will continue to be entitled to such exculpation and indemnification to the fullest extent of the Law. After the Closing, the Purchaser, the Company and its Subsidiaries will, at the election and sole expense of the Stockholder Representative, continue to provide any Person who is on the date hereof, an officer or director of the Company or any of its Subsidiaries, officers' and directors' liability insurance coverage ("D&O Insurance") with respect to all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "D&O Claim") to the extent that any such D&O Claim is based on, or arises out of, (a) the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries at any time prior to the Closing Date or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at any time prior to the Closing Date, or (b) this Agreement or any of the transactions contemplated hereby or thereby in each case to the extent that any such claim pertains to any matter or fact arising, existing, or occurring prior to or at the Closing Date, regardless of whether such claim is asserted or claimed prior to, at or after the Closing Date, which coverage will be substantially similar to the Company and its Subsidiaries' (as applicable) existing D&O Insurance, with an overall coverage amount not less than the overall coverage amount under such existing D&O Insurance.

D&O. For a period of six years after the Closing, the Purchaser, the Company and its Subsidiaries will not amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Company's ’s or any of its Subsidiaries' ’ respective charters or bylaws relating to exculpation or indemnification of any officers or directors, it being the intent of the parties that the officers and directors of the Company and its Subsidiaries on the date hereof will continue to be entitled to such exculpation and indemnification to the fullest extent of the Law. After the Closing, the Purchaser, the Company and its Subsidiaries will, at the election and sole expense of the Stockholder Representative, continue to provide any Person who is on the date hereof, an officer or director of the Company or any of its Subsidiaries, officers' ’ and directors' ’ liability insurance coverage ("“D&O Insurance"”) with respect to all losses, claims, damages, liabilities, costs and expenses (including attorney's ’s fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "“D&O Claim"”) to the extent that any such D&O Claim is based on, or arises out of, (a) the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries at any time prior to the Closing Date or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at any time prior to the Closing Date, or (b) this Agreement or any of the transactions contemplated hereby or thereby in each case to the extent that any such claim pertains to any matter or fact arising, existing, or occurring prior to or at the Closing Date, regardless of whether such claim is asserted or claimed prior to, at or after the Closing Date, which coverage will be substantially similar to the Company and its Subsidiaries' (as applicable) existing D&O Insurance, with an overall coverage amount not less than the overall coverage amount under such existing D&O Insurance.or