Common use of D&O Liability Insurance Clause in Contracts

D&O Liability Insurance. (a) Subject only to the provisions of Section 1(b) hereof, so long as Indemnitee shall continue to serve as a Director and/or officer of the Corporation (or 2 shall continue at the request of the Corporation to serve as a director, trustee, officer, partner, employee or agent of another corporation, business trust, partnership, joint venture or other enterprise or an employee benefit plan), and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee was a Director and/or officer of the Corporation or served in any of said other capacities, the Corporation shall purchase and maintain in effect, including through the obtaining or exercise of appropriate "tail" coverage, one or more valid, binding and enforceable insurance policies issued by a reputable insurer or insurers protecting Directors and Corporation officers (subject to customary limitations and exceptions) against losses, costs and expenses arising out of any such claim, action, suit or proceeding ("D&O Insurance"), which D&O Insurance shall provide coverage in all respects at least comparable to that presently provided, and shall cause Indemnitee to be covered by such policy or policies. The Corporation shall not be required to maintain in effect the policy or policies of D&O Insurance contemplated by the first paragraph of this Section 1(a) at any time at which (i) said insurance is not generally available, or (ii) in the reasonable business judgment of the persons then constituting the Board of Directors, either (I) the premium cost for such insurance is substantially disproportionate to the amount of coverage afforded, or (II) the coverage provided by such insurance is so limited and/or subject to such exclusions that there is insufficient benefit to the Corporation from such insurance; provided, however, that to the extent that the Corporation maintains any D&O Insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Director or Corporation officer under such policy or policies, and, further, that in the event the Corporation does not purchase and maintain in effect the policy or policies of D&O Insurance contemplated by this Section 1(a), the Corporation shall indemnify Indemnitee to the full extent of the coverage that would otherwise have been provided for the benefit of Indemnitee pursuant to such D&O Insurance. (b) The Corporation's obligations under this Article 1 shall terminate as of the fifth anniversary of the date on which Indemnitee ceases to render any service or to act in any capacity specified in Article 3 hereof.

D&O Liability Insurance. (a) Subject only to the provisions of Section 1(b) hereof, so long as Indemnitee shall continue to serve as a Director and/or officer of the Corporation (or 2 shall continue at the request of the Corporation to serve as a director, trustee, officer, partner, employee or agent of another corporation, business trust, corporation, partnership, joint venture or other enterprise or an employee benefit plan), and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether 2 civil, criminal, administrative or investigative, by reason of the fact that Indemnitee was a Director and/or officer of the Corporation or served in any of said other capacities, the Corporation shall purchase and maintain in effect, including through the obtaining or exercise of appropriate "tail" coverage, one or more valid, binding and enforceable insurance policies issued by a reputable insurer or insurers protecting Directors and Corporation officers (subject to customary limitations and exceptions) against losses, costs and expenses arising out of any such claim, action, suit or proceeding ("D&O Insurance"), which D&O Insurance shall provide coverage in all respects at least comparable to that presently provided, and shall cause Indemnitee to be covered by such policy or policies. The Corporation shall not be required to maintain in effect the policy or policies of D&O Insurance contemplated by the first paragraph of this Section 1(a) at any time at which (i) said insurance is not generally available, or (ii) in the reasonable business judgment of the persons then constituting the Board of Directors, either (I) the premium cost for such insurance is substantially disproportionate to the amount of coverage afforded, or (II) the coverage provided by such insurance is so limited and/or subject to such exclusions that there is insufficient benefit to the Corporation from such insurance; provided, however, that to the extent that the Corporation maintains any D&O Insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Director or Corporation officer under such policy or policies, and, further, that in the event the Corporation does not purchase and maintain in effect the policy or policies of D&O Insurance contemplated by this Section 1(a), the Corporation shall indemnify Indemnitee to the full extent of the coverage that would otherwise have been provided for the benefit of Indemnitee pursuant to such D&O Insurance. (b) The Corporation's obligations obligation under this Article Section 1 shall terminate as of the fifth anniversary of the date on which Indemnitee ceases to render any service or to act in any capacity specified in Article Section 3 hereof.

D&O Liability Insurance. (a) Subject only to the provisions The Corporation shall obtain and maintain a policy or policies of Section 1(binsurance (“D&O Liability Insurance”) hereof, so long as Indemnitee shall continue to serve as a Director and/or officer with reputable insurance companies providing liability insurance for directors of the Corporation in their capacities as such (or 2 shall continue and for any capacity in which any director of the Corporation serves any other entity at the request of the Corporation to serve as a director, trustee, officer, partner, employee or agent of another corporation, business trust, partnership, joint venture or other enterprise or an employee benefit planCorporation), in respect of acts or omissions occurring while serving in such capacity, on terms with respect to coverage and thereafter so long as Indemnitee shall be subject amount (including with respect to the payment of expenses) no less favorable than those of such policy in effect on the date hereof except for any possible claim or threatenedchanges approved by the Board prior to a Change in Control, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of and except where not practical to obtain such coverage. Notwithstanding the fact that Indemnitee was a Director and/or officer of the Corporation or served in any of said other capacitiesforegoing, the Corporation shall purchase and maintain in effect, including through the obtaining or exercise of appropriate "tail" coverage, one or more valid, binding and enforceable insurance policies issued by a reputable insurer or insurers protecting Directors and Corporation officers (subject may agree to customary limitations and exceptions) against losses, costs and expenses arising out of any such claim, action, suit or proceeding ("D&O Insurance"), which D&O Insurance shall provide coverage in all respects at least comparable to that presently provided, and shall cause Indemnitee to be covered by such policy or policies. The Corporation shall not be required to maintain in effect the policy or policies of D&O Insurance contemplated by the first paragraph of this Section 1(a) at any time at which (i) said insurance is not generally available, or (ii) in the reasonable business judgment of the persons then constituting the Board of Directors, either (I) the premium cost for such insurance is substantially disproportionate implement changes to the amount scope (but not the amount) of coverage affordedthat do not, or taken as a whole, materially reduce the scope of coverage for the directors. (IIb) the coverage provided by such insurance is so limited and/or subject to such exclusions that there is insufficient benefit to the Corporation from such insurance; provided, however, that to the extent that the Corporation maintains any D&O Insurance, Indemnitee The Director shall be covered by such policy or policies, the D&O Liability Insurance policies as in effect from time to time in accordance with its or their terms, the applicable terms to the maximum extent of the coverage available for any Director or Corporation officer other director under such policy or policies. The Corporation shall, andpromptly upon receiving notice of a Proceeding as to which the Director is a party or a participant (as a witness or otherwise), furthergive notice of such Proceeding to the insurers under the Corporation’s D&O Liability Insurance policies in accordance with the procedures set forth in such policies. The Corporation shall thereafter take all necessary or desirable actions to cause such insurers to pay, that on behalf of the Director, all amounts payable as a result of such Proceeding in accordance with the event terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Corporation does not purchase and maintain in effect under this Agreement. (c) Upon request by the policy or policies of D&O Insurance contemplated by this Section 1(a)Director, the Corporation shall indemnify Indemnitee provide to the full extent Director copies of the coverage that would otherwise have been provided for D&O Liability Insurance policies in effect from time to time. The Corporation shall promptly notify the benefit Director of Indemnitee pursuant to any material changes in such D&O Insuranceinsurance coverage. (b) The Corporation's obligations under this Article 1 shall terminate as of the fifth anniversary of the date on which Indemnitee ceases to render any service or to act in any capacity specified in Article 3 hereof.

D&O Liability Insurance. (a) Subject only to the provisions of Section 1(b9(b) hereof, so long as Indemnitee the Agent shall continue to serve as a Director and/or an officer or director of the Corporation Company (or 2 shall continue at the request of the Corporation Company to serve as a director, trustee, officer, partner, employee employee, fiduciary or agent of another corporation, business trust, company, partnership, joint venture or other enterprise or an employee benefit plan), and thereafter so long as Indemnitee the Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee the Agent was a Director director and/or officer of the Corporation Company or served in any of said other capacities, the Corporation Company shall purchase and maintain in effect, including through the obtaining or exercise of appropriate "“tail" ” coverage, one or more valid, binding and enforceable insurance policies issued by a reputable insurer or insurers protecting Directors the Company directors and Corporation the Company officers (subject to customary limitations and exceptions) against losses, costs and expenses arising out of any such claim, action, suit or proceeding ("“D&O Insurance"’“), which D&O Insurance shall provide coverage in all respects at least comparable to that presently provided, and shall cause Indemnitee the Agent to be covered by such policy or policies. The Corporation Company shall not be required to maintain in effect the policy or policies of D&O Insurance contemplated by the first paragraph of this Section 1(a9(a) at any time at which (i) said insurance is not generally available, or (ii) in the reasonable business judgment of the persons then constituting the Board of Directors, either (I) the premium cost for such insurance is substantially disproportionate to the amount of coverage afforded, or (II) the coverage provided by such insurance is so limited and/or subject to such exclusions that there is insufficient benefit to the Corporation Company and the other insureds from such insurance; provided, however, that to the extent that the Corporation Company maintains any D&O Insurance, Indemnitee the Agent shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Director Company director or Corporation Company officer under such policy or policies, and, further, that in the event the Corporation Company does not purchase and maintain in effect the policy or policies of D&O Insurance contemplated by this Section 1(a9(a), the Corporation Company shall indemnify Indemnitee indemnify, and advance expenses to, the Agent to the full extent of the coverage that would otherwise have been provided for the benefit of Indemnitee the Agent pursuant to such D&O Insurance. (b) The Corporation's obligations Company’s obligation under this Article 1 Section 9 shall terminate as of the fifth sixth anniversary of the date on which Indemnitee Agent ceases to render any service or to act in any capacity specified in Article 3 Section 1 hereof.

D&O Liability Insurance. (a) Subject only to The Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies with A.M. Best ratings of “A” or better, providing liability insurance for Indemnitee and the provisions of Section 1(b) hereof, so long as Indemnitee shall continue to serve as a Director and/or officer other directors of the Corporation Company in their capacities as such (or 2 shall continue at the request of the Corporation to serve as a director, trustee, officer, partner, employee or agent of another corporation, business trust, partnership, joint venture or other enterprise or an employee benefit planand for serving in any Corporate Status), in respect of claims asserted against, and thereafter so long as incurred by, Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, on Indemnitee’s behalf by reason of the fact that Indemnitee is or was a Director and/or officer of the Corporation or served has agreed to serve in any Corporate Status, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of said other capacities, the Corporation shall purchase and maintain in effect, including through the obtaining this Agreement or exercise of appropriate "tail" coverage, one or more valid, binding and enforceable insurance policies issued by a reputable insurer or insurers protecting Directors and Corporation officers (subject to customary limitations and exceptions) against losses, costs and expenses arising out of any such claim, action, suit or proceeding ("otherwise. The D&O Insurance"), which D&O Liability Insurance shall provide have such terms with respect to coverage in all respects at least comparable and amount (including with respect to the payment of expenses) that presently provided, and shall cause Indemnitee to be covered by are no less favorable than those of such policy or policies. The Corporation shall not be required to maintain in effect on the policy or policies of D&O Insurance contemplated by the first paragraph of this Section 1(adate hereof; provided that such coverage and amounts are available on commercially reasonable terms. (b) at any time at which (i) said insurance is not generally available, or (ii) in the reasonable business judgment of the persons then constituting the Board of Directors, either (I) the premium cost for such insurance is substantially disproportionate to the amount of coverage afforded, or (II) the coverage provided by such insurance is so limited and/or subject to such exclusions that there is insufficient benefit to the Corporation from such insurance; provided, however, that to the extent that the Corporation maintains any D&O Insurance, Indemnitee shall be covered by such policy or policies, the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with its or their terms, the applicable terms to the maximum extent of the coverage available for any Director or Corporation officer other director under such policy or policies. The Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), give notice of such Proceeding to the insurers under the Company’s D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee in writing of any material changes in such insurance coverage. (d) The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Insert name of applicable Sponsor] and/or certain of its affiliates (collectively, the “Sponsor Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are the primary source of indemnification and advancement of expenses of Indemnitee for any Expenses or Liabilities for which Indemnitee is entitled to indemnification under this Agreement and any obligation of the Sponsor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary to the Company’s obligation), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses and Liabilities to the extent legally permitted and as required by the terms of this Agreement and the Company’s memorandum of association and Bye-laws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Sponsor Indemnitors, and, further(iii) that it irrevocably waives, relinquishes and releases the Sponsor Indemnitors from any and all claims against the Sponsor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that in no advancement or payment by the event Sponsor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Corporation does not purchase Company shall affect the foregoing and maintain in effect the policy Sponsor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or policies payment to all of D&O Insurance contemplated by the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Sponsor Indemnitors are express third party beneficiaries of the terms of this Section 1(a7.01(d), the Corporation shall indemnify Indemnitee to the full extent of the coverage that would otherwise have been provided for the benefit of Indemnitee pursuant to such D&O Insurance. (b) The Corporation's obligations under this Article 1 shall terminate as of the fifth anniversary of the date on which Indemnitee ceases to render any service or to act in any capacity specified in Article 3 hereof.

D&O Liability Insurance. (a) Subject only to the provisions of Section 1(b) hereof, so long as Indemnitee shall continue to serve as a Director Trustee and/or officer of the Corporation Trust (or 2 shall continue at the request of the Corporation Trust to serve as a trustee, director, trustee, officer, partner, employee or agent 2 of another corporation, business trust, corporation, partnership, joint venture or other enterprise or an employee benefit plan), and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee was a Director Trustee and/or officer of the Corporation Trust or served in any of said other capacities, the Corporation Trust shall purchase and maintain in effect, including through the obtaining or exercise of appropriate "tail" coverage, one or more valid, binding and enforceable insurance policies issued by a reputable insurer or insurers protecting Directors Trustees and Corporation Trust officers (subject to customary limitations and exceptions) against losses, costs and expenses arising out of any such claim, action, suit or proceeding ("D&O Insurance"), which D&O Insurance shall provide coverage in all respects at least comparable to that presently provided, and shall cause Indemnitee to be covered by such policy or policies. The Corporation Trust shall not be required to maintain in effect the policy or policies of D&O Insurance contemplated by the first paragraph of this Section 1(a) at any time at which (i) said insurance is not generally available, or (ii) in the reasonable business judgment of the persons then constituting the Board of DirectorsTrustees, either (I) the premium cost for such insurance is substantially disproportionate to the amount of coverage afforded, or (II) the coverage provided by such insurance is so limited and/or subject to such exclusions that there is insufficient benefit to the Corporation Trust from such insurance; provided, however, that to the extent that the Corporation Trust maintains any D&O Insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Director Trustee or Corporation Trust officer under such policy or policies, and, further, that in the event the Corporation Trust does not purchase and maintain in effect the policy or policies of D&O Insurance contemplated by this Section 1(a), the Corporation Trust shall indemnify Indemnitee to the full extent of the coverage that would otherwise have been provided for the benefit of Indemnitee pursuant to such D&O Insurance. (b) The CorporationTrust's obligations obligation under this Article 1 shall terminate as of the fifth anniversary of the date on which Indemnitee ceases to render any service or to act in any capacity specified in Article 3 hereof.