Common use of Indemnification Arrangements Clause in Contracts

Indemnification Arrangements. Buyer agrees that for the period from the Second Closing Date until three (3) years after the Second Closing Date Buyer shall use its best efforts (i) to cause the Company and its Subsidiaries to maintain in effect without any reduction in scope or coverage indemnification provisions for present and former directors, officers, employees and agents of the Company and its Subsidiaries that are at least as favorable to all such persons as those contained in the Company's Articles of Incorporation and Bylaws in effect as of the date hereof; (ii) if available on commercially reasonable terms, to cause the Company to maintain its current levels of errors and omissions insurance coverage for its directors and officers in effect as of the date hereof; and (iii) prevent the Company from unlawfully transferring assets of the Company that would otherwise be available for the lawful indemnity claims of the Company's then current and former directors, officers, employees and agents; provided, however, nothing contained herein shall prevent or preclude Buyer from causing or permitting the Company to enter into a commercially reasonable transaction with a third party for the sale of all or substantially all of the Company's assets or that involves the merger or consolidation of the Company with another entity; and provided further that Buyer shall not be required to take any action that prevents Buyer or any of Buyer's officers, directors or members from exercising any fiduciary obligation they may have to the Company.