Company Insurance. Subject to Section 7.3, the Company will obtain and maintain a policy or policies of insurance with one or more reputable insurance companies providing Indemnitee with coverage in such amount as will be determined by the Board of Directors for Losses and Expenses paid or incurred by Indemnitee as a result of acts or omissions of Indemnitee in his Corporate Status, and to ensure the Company’s performance of its indemnification obligations under this Agreement; provided, however, in all policies of director and officer liability insurance obtained by the Company, Indemnitee will be named as an insured party in such manner as to provide Indemnitee with the same rights and benefits as are afforded to the most favorably insured directors or officers, as applicable, of the Company under such policies. Any reductions to the amount of director and officer liability insurance coverage maintained by the Company as of the date hereof will be subject to the approval of the Board of Directors.
Company Insurance. (a) Schedule 4.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by a Target Entity relating to a Target Entity or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Purchaser. All premiums due and payable under all such insurance policies have been timely paid and the Target Entities are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy (i) is legal, valid, binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing. No Target Entity has any self-insurance or co-insurance programs. Since January 1, 2020, no Target Entity has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.
Company Insurance. Subject to SECTION 7.3, the Company will obtain and maintain a policy or policies of insurance with one or more reputable insurance companies providing Indemnitee with coverage in such amount as will be determined by the Board of Directors for Losses and Expenses paid or incurred by Indemnitee as a result of acts or omissions of Indemnitee in his or her Corporate Status, and to ensure the Company's performance of its indemnification obligations under this Agreement; PROVIDED, HOWEVER, in all policies of director and officer liability insurance obtained by the Company, Indemnitee will be named as an insured party in such manner as to provide Indemnitee with the same rights and benefits as are afforded to the most favorably insured directors or officers, as applicable, of the Company under such policies. Any reductions to the amount of director and officer liability insurance coverage maintained by the Company as of the date hereof will be subject to the approval of the Board of Directors.
Company Insurance. Subject to Section 7.3, for the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Proceeding, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The minimum AM Best rating for the insurance carriers of such insurance carrier shall be not less than A- VI. At the Indemnitee’s request (provided that Indemnitee is a director of the Company), the Company shall arrange an annual review of the directors’ and officers’ liability insurance coverage by an independent insurance adviser, with all fees and charges arising from such review to be met by the Company. If the Indemnitee is a director of the Company, the Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the requirement to use commercially reasonable efforts to obtain insurance and give directors and chance to review the proposal, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed).
Company Insurance. (a) The Company shall maintain liability insurance covering personal injury and property damage as provided below, which insurance shall name each Jurisdiction as an additional insured for claims arising out of the Company’s negligence. From time to time, as reasonably requested by the Jurisdictions and upon each change in the insurance carried by the Company, the Company shall provide the Jurisdictions written evidence that the insurance required this Agreement is in place and in full force and effect. Failure of the Company to obtain and maintain the insurance required under the pursuant to the terms of this Agreement shall be deemed to an Event of Default for purposes of Section 10.3(b).
Company Insurance. Subject to Section 7.3, for the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Proceeding, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance as of the date of this Agreement. The minimum AM Best rating for the insurance carriers of such insurance carrier shall be not less than A-VI.
Company Insurance. The Company shall maintain its current officers and directors liability policy or a substantially similar policy, for at least a three year period commencing with the Closing Date. The Company shall permit reasonable access by the Individual to the liability insurance records of the Company to permit the Individual to verify the compliance of this provision and shall provide the Individual with advance written notice of no less than 30 days of its intention to seek a replacement policy. The Company may obtain a different policy without the advance written consent of the Individual, but only if the terms of such different policy are not materially different from the existing policy (including the issuer of the policy).
Company Insurance. Company shall self-insure or maintain general and professional liability insurance including coverage for product liability in the amount of $[***] per occurrence and $[***] annual aggregate or such higher coverage as may be required by law. Evidence of such coverage shall be provided to Anthem upon its prior written request. Company shall notify Anthem no less than 10 days in advance of such policy being reduced, terminated, cancelled, or the occurrence of a lapse in coverage. Company shall maintain such insurance for the duration of this Agreement, and thereafter, as necessary to maintain coverage for events occurring during the term of this Agreement.
Company Insurance. Copies of all material insurance policies have been made available to Parent. All such policies are in full force and effect, all premiums due and payable thereon have been paid, and no notice of cancellation or termination has been received with respect to any such material policy which has not been replaced on substantially similar terms prior to the date of such cancellation. There is no material claim pending under any such material policies as to which coverage has been questioned, denied or disputed.
Company Insurance. At all times during the Term, the Company shall obtain and maintain the Required Insurance in accordance with Appendix 11 and shall pay all premiums with respect thereto as the same become due and payable. The Required Insurance shall be provided concurrently with the execution and delivery of this Contract.
