Directors and Officers Insurance. For a period of six (6) years after the First Effective Time, MAMP shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by MAMP prior to the First Effective Time (provided that MAMP may substitute therefor policies written by carriers with A.M. Best ratings no lower than the existing policies, providing at least the same coverage and amounts and containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the First Effective Time; provided, however, that MAMP shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed $200,000 (such $200,000 amount, the “Base Premium”); provided, further, if such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Base Premium, MAMP shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium; provided, further, if MAMP in its sole discretion elects, then, in lieu of the foregoing insurance, effective as of the First Effective Time, MAMP may purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years after the First Effective Time with terms, conditions, retentions and limits of liability that are at least as favorable as provided in MAMP’s existing policies as of the date hereof.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (MedAmerica Properties Inc.), Agreement and Plan of Merger (MedAmerica Properties Inc.), Agreement and Plan of Merger (MedAmerica Properties Inc.)
