Claims Made Tail Policies. The claims made tail policies provided for in this Section 11.2 will solely provide coverage for any Claim arising from any Wrongful Act occurring, in whole or in part, prior to the Final Separation Date. For purposes of this Section 11.2, “Claim” and “Wrongful Act” shall have the respective meanings given to such terms in the current Tyco International Ltd., D&O, Fiduciary and Employment Practices Liability Insurance Policies, as applicable.
Claims Made Tail Policies. (a) The claims made tail policies provided for in this Section 5.3 will solely provide coverage for any claim arising from any wrongful act occurring, in whole or in part, prior to the Effective Time.
Claims Made Tail Policies. The claims made tail policies provided for in this Section 11.2 will provide coverage for any Claim arising from any Wrongful Act occurring, in whole or in part, prior to the earlier of the Flow Control Distribution Date and ADT NA Distribution Date. For purposes of this Section 11.2, “Claim” and “Wrongful Act” shall have the respective meanings given to such terms in the current Tyco International Ltd., D&O, Fiduciary and Employment Practices Liability Insurance Policies, as applicable.
Claims Made Tail Policies. The claims made tail policies provided for in this Section 10.2 will provide coverage for any Claim arising from any Wrongful Act occurring, in whole or in part, prior to the Fountain Distribution Date. For purposes of this Section 10.2, “Claim” and “Wrongful Act” shall have the respective meanings given to such terms in the current Trident International Ltd., D&O, Fiduciary and Employment Practices Liability Insurance Policies, as applicable.
Claims Made Tail Policies. (a) Parent, at Parent’s sole election, shall either (x) secure directors and officers liability insurance policies or (y) modify by endorsement Parent’s existing policies to provide total limits of $150 million, consisting of $100 million of traditional A/B/C coverage and $50 million in side A DIC coverage and having an effective date on the Distribution Date and ending on a date that is six years after the effective date (“D&O Tail Policies”). The premium for the D&O Tail Policies or endorsements shall be prepaid for the full six-year term of the D&O Tail Policies or endorsements. Such D&O Tail Policies or endorsements (i) shall cover all Persons insured by those policies who become employees of Spinco comprising the Parent directors and officers liability insurance program that began on June 1, 2013, and (ii) shall have material terms and conditions no less favorable than those contained in the 2013 – 2014 policies, except for the policy period, premium and provisions excluding coverage for wrongful acts postdating the Distribution Date. Parent shall provide Spinco with copies of the D&O Tail Policies or endorsements within a reasonable time after the D&O Tail Policies are issued or Parent’s existing directors and officers liability insurance policies are modified.
Claims Made Tail Policies. The claims made tail policies provided for in this Section 10.2 will provide coverage for any Claim arising from any Wrongful Act occurring, in whole or in part, prior to the earlier of the Athens NA Distribution Date and Fountain Distribution Date. For purposes of this Section 10.2, “Claim” and “Wrongful Act” shall have the respective meanings given to such terms in the current Tyco International Ltd., D&O, Fiduciary and Employment Practices Liability Insurance Policies, as applicable.
Claims Made Tail Policies. (a) Temple-Inland shall secure directors and officers liability insurance policies having total limits of $175 million, consisting of $100 million of traditional [A/B/C] coverage and $75 million in side A DIC coverage and having an effective date on the Final Distribution Date and ending on a date that is six years after the effective date (“D&O Tail Policies”). The premium for the D&O Tail Policies shall be prepaid for the full six-year term of the D&O Tail Policies. Such D&O Tail Policies (i) shall cover all Persons insured by those policies comprising the Temple-Inland directors and officers liability insurance program that began on September 30, 2007, and (ii) shall have material terms and conditions no less favorable than those contained in the September 30, 2007 policies, except for the policy period, premium and provisions excluding coverage for wrongful acts postdating the Final Distribution Date. Temple-Inland shall provide Forestar and Guaranty with copies of the D&O Tail Policies within a reasonable time after the D&O Tail Policies are issued.
Claims Made Tail Policies. (a) RemainCo shall purchase directors and officers liability insurance Policies having total limits of no less than $[·] million, consisting of $[·] million of Side A, Side B and Side C coverage and $[·] million of Excess Side A coverage and having a policy period incepting on the Distribution Date, or the expiration date of the current RemainCo directors and officers liability insurance Policies, whichever date is earlier, and ending on a date that is six years after the inception date (“D&O Tail Policies”). The premium for the D&O Tail Policies shall be pre-paid for the full six-year term of the D&O Tail Policies. Such D&O Tail Policies shall cover RemainCo and SpinCo and the insured Persons thereof and shall have material terms and conditions no less favorable than those contained in the Policies comprising the RemainCo directors and officers liability insurance program incepting on July 13, 2017, except for the policy period, premium and provisions excluding coverage for wrongful acts post-dating the Distribution Date. RemainCo shall provide SpinCo with copies of the D&O Tail Policies within a reasonable time after the Policies are issued.
Claims Made Tail Policies. (a) Cendant shall purchase Directors and Officers Liability Insurance Policies having total limits of $305 million, consisting of $280 million of Side A coverage and $25 million of Excess Side A Difference in Conditions coverage and having a policy period incepting on the Final Separation Date, or the expiration date of the current Cendant Directors and Officers liability insurance Policies, whichever date is earlier, and ending on a date that is six years after the inception date (“D&O Tail Policies”). The premium for the D&O Tail Policies shall be pre-paid for the full six-year term of the D&O Tail Policies. Such D&O Tail Policies shall cover Cendant, Realogy, Wyndham and Travelport and the insured persons thereof and shall have material terms and conditions no less favorable than those contained in the Policies comprising the Cendant Directors and Officers liability insurance program incepting on December 17, 2005, except for the policy period, premium and provisions excluding coverage for wrongful acts post-dating the Final Separation Date; provided, however, that in the event of a Travelport Sale, Travelport and the insured persons of Travelport shall not be covered under these D&O Tail Policies. Cendant shall provide Realogy, Wyndham and Travelport with copies of the D&O Tail Policies within a reasonable time after the Policies are issued.
Claims Made Tail Policies. (a) CW Media shall purchase Directors and Officers Liability Insurance Policies from reputable and financially sound carriers expiring six years from the Effective Time and providing at least the same coverage and amount and containing terms and conditions that are no less favourable to the covered persons in respect of claims or events that existed or occurred at or prior to the Effective Time under the current policies of directors’ and officers’ liability insurance maintained prior to the Effective Time by CW Media and its Subsidiaries (“D&O Tail Policies”); provided, that CW Media shall not be obligated to pay aggregate premiums for any 12-month period in excess of 200% of the amount paid by CW Media for coverage for the most recently completed calendar year, and shall instead reduce the amount of coverage only to the extent necessary to reduce aggregate annual premiums to this maximum amount. Such D&O Tail Policies shall cover the New Entities and the insured persons thereof. Premiums actually paid by CW Media in respect of D&O Tail Policies shall be treated as Separation Expenses and dealt with in accordance with Schedule 1.1(123). CW Media shall provide each New Entity with copies of the D&O Tail Policies within a reasonable time after the Policies are issued.
