Common use of Director and Officer Liability Insurance Clause in Contracts

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company and any direct or indirect wholly-owned subsidiary of the Company with coverage for losses from wrongful acts or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereof.

Director and Officer Liability Insurance. The Company Partnership shall, from time to time, make the good faith determination whether it is practicable for the Company Partnership to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company General Partner and any direct or indirect wholly-wholly owned or partially owned subsidiary of the Company Partnership or the General Partner with coverage for losses from wrongful acts or to ensure the CompanyPartnership’s performance of some or all of its indemnification obligations under this Agreement. Such coverage may be obtained in conjunction with or as part of a policy obtained by Oasis Petroleum Inc. or any stand-alone policy obtained by the Partnership or any affiliate, or any combination thereof. Among other considerations, the Company Partnership will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company Partnership shall have no obligation to obtain or maintain such insurance if the Company Partnership determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-wholly owned or partially owned subsidiary of the CompanyPartnership or the General Partner. However, the CompanyPartnership’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CompanyGeneral Partner’s directors, if the Indemnitee is a director; or of the CompanyGeneral Partner’s officers, if the Indemnitee is not a director of the Company General Partner but is an officer, in each case, in their capacity with the General Partner as such. The Company Partnership agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the CompanyPartnership; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company Partnership hereunder with respect to the amount of such payment in accordance with Section 3(c) hereof.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company Company, and any direct or indirect wholly-owned subsidiary of the Company Company, with coverage for losses from wrongful acts acts, or to ensure the Company’s 's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s 's decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee its officers and directors under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s 's directors, if the Indemnitee is a director; or of the Company’s 's officers, if the Indemnitee is not a director of the Company Company, but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofhereunder.

Director and Officer Liability Insurance. The Company shallhereby covenants and agrees that, from time so long as the Indemnitee shall continue to timeserve as a director, make the good faith determination whether it is practicable for officer, employee, advisor, or agent of the Company or any Subsidiary and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director, officer, employee, advisor, or agent of the Company or any Subsidiary, the Company shall promptly obtain and maintain in full force and effect a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company and any direct or indirect wholly-owned subsidiary of the Company with coverage for losses from wrongful acts or acts, and to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerationsTo the extent possible, such policy or policies shall be structured so as to best ensure that such coverage shall survive intact any bankruptcy, insolvency, or similar proceeding or condition involving the Company. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director of the Company will weigh or a Subsidiary; or of the costs Company’s officers, if Indemnitee is not a director of obtaining such insurance coverage against the protection afforded by such coverageCompany or a Subsidiary but is an officer thereof. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit benefit, or if the Indemnitee is covered by similar insurance maintained by a direct Subsidiary or indirect wholly-owned subsidiary parent of the Company. However, the Company’s decision whether or The Company shall promptly notify Indemnitee of any good faith determination not to adopt and maintain provide such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofcoverage.

Director and Officer Liability Insurance. The Company shallPartnership may purchase and maintain (or reimburse the Indemnitee for the cost of) insurance, from time on behalf of the Indemnitee as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, the Indemnitee in connection with the Partnership’s activities or the Indemnitee’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to timeindemnify such Indemnitee against such liability under the provisions of this Agreement or the Partnership Agreement. Such coverage may be obtained in conjunction with or as part of a policy obtained by the Sponsor Entity or any of its affiliates, make or any stand-alone policy obtained by the Partnership or any of its affiliates, or any combination thereof, provided that the Partnership determines in good faith determination whether it that the Indemnitee is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company and any direct or indirect wholly-owned subsidiary of the Company with coverage for losses from wrongful acts or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded covered by such coverageinsurance. Notwithstanding the foregoing, the Company Partnership shall have no obligation to obtain or maintain such insurance if the Company Partnership determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-wholly owned or partially owned subsidiary of the CompanyPartnership or the General Partner. However, the CompanyPartnership’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all To the extent that the Partnership or the General Partner maintains an insurance policy or policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CompanyGeneral Partner’s directors, if the Indemnitee is a director; or of the CompanyGeneral Partner’s officers, if the Indemnitee is not a director of the Company General Partner but is an officer, in each case, in their capacity with the General Partner as such. The Company Partnership agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofPartnership.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether it is practicable for the Company Partnership shall use all commercially reasonable efforts to obtain and maintain a policy in effect during the entire period for which the Partnership is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies providing to provide the directors and officers and directors of the Company Partnership and any direct or indirect wholly-owned subsidiary of the Company General Partner with coverage for losses from wrongful acts or and omissions and to ensure the CompanyPartnership’s performance of some or all of its indemnification obligations under this Agreement. Among other considerationsSuch coverage may be obtained in conjunction with or as part of a policy obtained by the General Partner or any of its affiliates, or any stand-alone policy obtained by the Company will weigh Partnership or any of its affiliates, or any combination thereof, provided that the costs of obtaining such insurance coverage against Partnership determines in good faith that the protection afforded Indemnitee is covered by such coverageinsurance. Notwithstanding the foregoing, the Company Partnership shall have no obligation to obtain or maintain such insurance if the Company Partnership determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-wholly owned or partially owned subsidiary of the CompanyPartnership or the General Partner. However, the CompanyPartnership’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all To the extent that the Partnership or the General Partner maintains an insurance policy or policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CompanyGeneral Partner’s directors, if the Indemnitee is a director; or of the CompanyGeneral Partner’s officers, if the Indemnitee is not a director of the Company General Partner but is an officer, in each case, in their capacity with the General Partner as such. The Company Partnership agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofPartnership.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company Company, and any direct or indirect wholly-owned subsidiary of the Company Company, with coverage for losses from wrongful acts acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee its officers and directors under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company Company, but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofhereunder.

Director and Officer Liability Insurance. The Company shallWSB, from time and after the Effective Time of the Merger, will directly or indirectly cause the persons who served as directors or officers of CCB on or before the Effective Time of the Merger to time, make the good faith determination whether it is practicable for the Company to obtain be covered by WSB's existing directors' and maintain a officers' liability insurance policy or (provided that WSB may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) or so-called tail coverage obtained in connection with CCB's directors' and officers' liability insurance with reputable insurance companies providing the officers and directors policies in effect as of the Company and any direct or indirect wholly-owned subsidiary Effective Time of the Company with coverage Merger; provided that WSB shall not be obligated to make annual premium payments for losses from wrongful acts or such insurance to ensure the Company’s performance extent such premiums exceed 150% of its indemnification obligations under this Agreementthe premiums paid as of the date hereof by CCB for such insurance. Among other considerationsSubject to the preceding sentence, the Company will weigh the costs of obtaining such insurance coverage against shall commence on the protection afforded by Effective Time of the Merger and will be provided for a period of no less than three (3) years after the Effective Time of the Merger. From the date hereof through the Effective Time of the Merger and subject to the foregoing, CCB shall use its best efforts to arrange for tail coverage related to its then current policies of directors' and officers' liability insurance and, following the Effective Time of the Merger, WSB shall exercise those rights which it may have in order to commence such coverage. Notwithstanding In connection with any active, pending claim which may arise after the foregoingdate hereof through the Effective Time of the Merger under an existing CCB directors' and officers' liability insurance policy, WSB will take no action that would have the Company effect of waiving any such claim and will not omit to take any action that is necessary to preserve such claim. In the event WSB or any of its successors or assigns (A) consolidates with or merges into any third person, group or entity and shall have no obligation not be the continuing or surviving corporation or entity of such consolidation or merger, or (B) transfers or conveys all or substantially all of its properties and assets to obtain any third person, group or maintain entity, then, and in each such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably availablecase, if the premium costs for such insurance are disproportionate to the amount of coverage providedextent necessary, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee proper provision shall be named as an insured made so that the successors and assigns of WSB assume the obligations set forth in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officerthis Section 1.15. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by Section 1.15 are intended to be for the Company; except that any payments made to, or on behalf benefit of, the Indemnitee under an insurance policy and shall reduce the obligations be enforceable by, each of CCB's directors and officers as of the Company hereunder with respect to Effective Time of the amount of such payment in accordance with Section 3(c) hereofMerger and his or her heirs and representatives.

Director and Officer Liability Insurance. The Company shall, shall from time to time, time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company and any direct or indirect wholly-owned subsidiary of the Company with coverage for losses from wrongful acts incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverageAgreement (“D&O Policies”). Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance any D&O Policies if the Company Board determines in good faith that such insurance is not necessary or is not reasonably available, if available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, if or (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit benefit. To the extent the Company maintains D&O Policies, 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. To the extent the Company maintains D&O Policies, the Company shall not discontinue or if significantly reduce the Indemnitee is covered by similar insurance maintained scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a direct or indirect wholly-owned subsidiary majority vote of the Company. HoweverIncumbent Directors (as defined hereinbelow), even if less than a quorum, or (ii) if at the Company’s decision whether time that any such discontinuation or not to adopt and maintain such insurance 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 affect in any way its obligations to indemnify the Indemnitee under this Agreement be unreasonably withheld or otherwisedelayed). In all policies of director directors’ and officer officers’ liability insuranceinsurance obtained by the Company, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officerby such policy. The Company agrees that may, but shall not be required to, create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the provisions payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement. For purposes of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf ofAgreement, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereof.term “

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether it is practicable for the Company Partnership shall use all commercially reasonable efforts to obtain and maintain a policy in effect during the entire period for which the Partnership is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies providing to provide the directors and officers and directors of the Company Partnership and any direct or indirect wholly-owned subsidiary of the Company General Partner with coverage for losses from wrongful acts or and omissions and to ensure the CompanyPartnership’s performance of some or all of its indemnification obligations under this Agreement. Among other considerationsSuch coverage may be obtained in conjunction with or as part of a policy obtained by BP p.l.c. or any of its affiliates, or any stand-alone policy obtained by the Company will weigh Partnership or any of its affiliates, or any combination thereof, provided that the costs of obtaining such insurance coverage against Partnership determines in good faith that the protection afforded Indemnitee is covered by such coverageinsurance. Notwithstanding the foregoing, the Company Partnership shall have no obligation to obtain or maintain such insurance if the Company Partnership determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-wholly owned or partially owned subsidiary of the CompanyPartnership or the General Partner. However, the CompanyPartnership’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all To the extent that the Partnership or the General Partner maintains an insurance policy or policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CompanyGeneral Partner’s directors, if the Indemnitee is a director; or of the CompanyGeneral Partner’s officers, if the Indemnitee is not a director of the Company General Partner but is an officer, in each case, in their capacity with the General Partner as such. The Company Partnership agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofPartnership.

Director and Officer Liability Insurance. The Company Partnership shall, from time to time, make the good faith determination whether it is practicable for the Company Partnership to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company General Partner and any direct or indirect wholly-wholly owned or partially owned subsidiary of the Company Partnership or the General Partner with coverage for losses from wrongful acts or to ensure the CompanyPartnership’s performance of its indemnification obligations under this Agreement. Such coverage may be obtained in conjunction with or as part of a policy obtained by Oasis Petroleum Inc. or any stand-alone policy obtained by the Partnership or any affiliate, or any combination thereof. Among other considerations, the Company Partnership will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company Partnership shall have no obligation to obtain or maintain such insurance if the Company Partnership determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-wholly owned or partially owned subsidiary of the CompanyPartnership or the General Partner. However, the CompanyPartnership’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CompanyGeneral Partner’s directors, if the Indemnitee is a director; or of the CompanyGeneral Partner’s officers, if the Indemnitee is not a director of the Company General Partner but is an officer, in each case, in their capacity with the General Partner as such. The Company Partnership agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the CompanyPartnership; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company Partnership hereunder with respect to the amount of such payment in accordance with Section 3(c) hereof.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company Company, and any direct or indirect wholly-wholly owned subsidiary of the Company Company, with coverage for losses from wrongful acts acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee its officers and directors under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company Company, but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofhereunder.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company and any direct or indirect wholly-owned subsidiary of the Company with coverage for losses from wrongful acts or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company Board of Directors determines in good faith that (a) such insurance is not necessary or is not reasonably available, if (b) the premium costs for such insurance are disproportionate to the amount of coverage provided, if (c) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if (d) the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision Board of Directors’ determination whether or not to adopt and maintain such insurance shall not affect in any way its the Company’s obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereof.

Director and Officer Liability Insurance. The Company shallWSB, from time and after the Effective Time of the Merger, will directly or indirectly cause the persons who served as directors or officers of MVB on or before the Effective Time of the Merger to time, make the good faith determination whether it is practicable for the Company to obtain be covered by WSB's existing directors' and maintain a officers' liability insurance policy or (provided that WSB may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) or so-called tail coverage obtained in connection with MVB's directors' and officers' liability insurance with reputable insurance companies providing the officers and directors policies in effect as of the Company and any direct or indirect wholly-owned subsidiary Effective Time of the Company with coverage Merger; provided that WSB shall not be obligated to make annual premium payments for losses from wrongful acts or such insurance to ensure the Company’s performance extent such premiums exceed 150% of its indemnification obligations under this Agreementthe premiums paid as of the date hereof by MVB for such insurance. Among other considerationsSubject to the preceding sentence, the Company will weigh the costs of obtaining such insurance coverage against shall commence on the protection afforded by Effective Time of the Merger and will be provided for a period of no less than three (3) years after the Effective Time of the Merger. From the date hereof through the Effective Time of the Merger and subject to the foregoing, MVB shall use its best efforts to arrange for tail coverage related to its then current policies of directors' and officers' liability insurance and, following the Effective Time of the Merger, WSB shall exercise those rights which it may have in order to commence such coverage. Notwithstanding In connection with any active, pending claim which may arise after the foregoingdate hereof through the Effective Time of the Merger under an existing MVB directors' and officers' liability insurance policy, WSB will take no action that would have the Company effect of waiving any such claim and will not omit to take any action that is necessary to preserve such claim. In the event WSB or any of its successors or assigns (A) consolidates with or merges into any third person, group or entity and shall have no obligation not be the continuing or surviving corporation or entity of such consolidation or merger, or (B) transfers or conveys all or substantially all of its properties and assets to obtain any third person, group or maintain entity, then, and in each such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably availablecase, if the premium costs for such insurance are disproportionate to the amount of coverage providedextent necessary, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee proper provision shall be named as an insured made so that the successors and assigns of WSB assume the obligations set forth in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officerthis Section 1.15. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by Section 1.15 are intended to be for the Company; except that any payments made to, or on behalf benefit of, the Indemnitee under an insurance policy and shall reduce the obligations be enforceable by, each of MVB's directors and officers as of the Company hereunder with respect to Effective Time of the amount of such payment in accordance with Section 3(c) hereofMerger and his or her heirs and representatives.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers and directors of the Company and any direct or indirect wholly-owned subsidiary of the Company with coverage for losses from wrongful acts acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that that: (a) such insurance is not necessary or is not reasonably available, if (b) the premium costs for such insurance are disproportionate to the amount of coverage provided, if (c) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit benefit, or if (d) the Company is to be acquired and insurance will be maintained by the acquirer that covers pre-closing acts and omissions by Indemnitee. In the event of a change of control or the Company’s becoming insolvent, the Company shall, subject to the final sentence of this Section 5, maintain in force any and all insurance policies for the Indemnitee is covered by similar insurance then maintained by the Company in providing insurance–directors’ and officers’ liability, fiduciary, employment practices or otherwise (such applicable policies, the “Existing Policies”)–in respect of the Indemnitee in his or her capacity as a direct director or indirect wholly-owned subsidiary officer of the Company. However, for a fixed period of six years thereafter (a “Tail Policy”); provided that the Company’s decision whether Company shall have no obligation to obtain or not to adopt and maintain such insurance shall Tail Policy if the Company determines in good faith that the Tail Policy coverage is not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directorsreasonably available, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect premium costs for such Tail Policy are disproportionate to the amount of such payment coverage provided or if the coverage provided by the Tail Policy is limited by exclusions so as to provide an insufficient benefit. Such coverage shall be non-cancellable and shall be substantially comparable in accordance with scope and amount as the Existing Policies. For the avoidance of doubt, the obligation of the Company under this Section 3(c) hereof5 to maintain a Tail Policy shall apply for the benefit of the Indemnitee and the Company shall not be required under this Agreement to provide a Tail Policy to any other person.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company Company, and any direct or indirect wholly-owned subsidiary of the Company Company, with coverage for losses from wrongful acts acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the #92897632v2 Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee its officers and directors under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company Company, but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy policy, the Certificate, Bylaws or otherwise of the amounts otherwise indemnifiable (or for which Expense Advances are provided) by the Company shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofhereunder.

Director and Officer Liability Insurance. The Company Partnership shall, from time to time, make the good faith determination whether it is practicable for the Company Partnership to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company General Partner and any direct or indirect wholly-wholly owned or partially owned subsidiary of the Company Partnership or the General Partner with coverage for losses from wrongful acts or to ensure the CompanyPartnership’s performance of some or all of its indemnification obligations under this Agreement. Such coverage may be obtained in conjunction with or as part of a policy obtained by Oasis Petroleum Inc. or any stand-alone policy obtained by the Partnership or any affiliate, or any combination thereof. Among other considerations, the Company Partnership will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company Partnership shall have no obligation to obtain or maintain such insurance if the Company Partnership determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-wholly owned or partially owned subsidiary of the CompanyPartnership or the General Partner. However, the CompanyPartnership’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CompanyGeneral Partner’s directors, if the Indemnitee is a director; or of the CompanyGeneral Partner’s officers, if the Indemnitee is not a director of the Company General Partner but is an officer, in each case, in their capacity with the General Partner as such. The Company Partnership agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the CompanyPartnership; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company Partnership hereunder with respect to the amount of such payment in accordance with Section 3(c‎3(c) hereof.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company Company, and any direct or indirect wholly-owned subsidiary of the Company Company, with coverage for losses from wrongful acts acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee its officers and directors under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CompanyG&P’s directors, if the Indemnitee is a director; or of the CompanyG&P’s officers, if the Indemnitee is not a director of the Company G&P, but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofpayment.

Director and Officer Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company Company, and any direct or indirect wholly-owned subsidiary of the Company Company, with coverage for losses from wrongful acts acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify the Indemnitee its officers and directors under this Agreement or otherwise. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company Company, but is an officer. The Company agrees that the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy policy, the Certificate, Bylaws or otherwise of the amounts otherwise indemnifiable (or for which Expense Advances are provided) by the Company shall reduce the obligations of the Company hereunder with respect to the amount of such payment in accordance with Section 3(c) hereofhereunder.