Common use of D&O Tail Clause in Contracts

D&O Tail. (a) Prior to the Closing, HoldCo shall purchase and pay the full premium with respect to an extended reporting period endorsement under HoldCo’s existing directors’ and officers’ liability and fiduciary liability policies to provide directors and officers of the Companies prior to the Closing with run-off coverage with respect to matters occurring prior to the Closing for a period of six (6) years after the Closing (the “D&O Tail”). Neither Parent nor Operator shall, nor shall Parent or Operator cause HoldCo to, take any action that results in the cancellation or termination of, or amend or otherwise modify, the D&O Tail. The cost of the D&O Tail shall be borne by HoldCo and shall be included in the Transaction Expenses. (b) The obligations of Parent and Operator under this Section 8.3 shall survive the Closing and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 8.3 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this

D&O Tail. (a) Prior to the Closing, HoldCo shall purchase and pay the full premium with respect to an extended reporting period endorsement under HoldCo’s existing directors’ and officers’ liability and fiduciary liability policies to provide directors and officers of the Companies prior to the Closing with run-off coverage with respect to matters occurring prior to the Closing for a period of six (6) years after the Closing (the “D&O Tail”). Neither Parent nor Operator shall, nor shall Parent or Operator cause HoldCo to, take any action that results in the cancellation or termination of, or amend or otherwise modify, the D&O Tail. The cost of the D&O Tail shall be borne by HoldCo and shall be included in the Transaction Expenses. (b) The obligations of Parent and Operator under this Section 8.3 shall survive the Closing and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 8.3 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom thisthis Section 8.3 applies shall be third-party beneficiaries of this Section 8.3, each of whom may enforce the provisions of this Section 8.3).