Common use of D&O Tail Clause in Contracts

D&O Tail. (a) Prior to the Closing, the Company shall obtain and fully pay the premium for a non-cancellable extended reporting period endorsement to the Company’s existing directors’ and officers’ liability insurance policy to be effective for a period of at least six (6) years beginning on the Effective Time (the “D&O Tail”). (b) 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 Persons”) for their acts and omissions occurring prior to the Effective 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 Indemnified Persons or does not disproportionately affect the D&O Indemnified Persons relative to the other directors and officers of the Surviving Corporation that are not D&O Indemnified Persons, or (y) is required under applicable Law, and (ii) the Surviving Corporation shall not take any action that is intended to retroactively invalidate or negate the indemnification provisions in the Organizational Documents of the Company that are in effect as of immediately prior to the Effective Time. (c) The provisions of this Section 6.6 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. This Section 6.6 may not be amended, altered or repealed without the prior written consent of the affected D&O Indemnified Person.

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