D&O Tail Coverage Sample Clauses

D&O Tail Coverage. Target shall have obtained the directors’ and officers’ liability insurance tail coverage in accordance with Section 6.17.
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D&O Tail Coverage. Upon a Change of Control where a successor to all or substantially all of the assets of the Company does not agree to be bound by this Agreement, the Company shall either (i) use commercially best efforts to cause to be issued tail coverage extending its directors and officers liability insurance policy, such that it covers Indemnitee and is customary and reasonable under such circumstance, as determined by the Board in good faith, or (ii) if the Company has provided protection against liability to any director of the Company who is also an employee or nominee of MHR Fund Management LLC or its affiliates (each, an "MHR Director"), provide Indemnitee with no less than equivalent protection against liability than is provided by the Company to any MHR Director. Upon the Company's satisfaction of its obligations pursuant to this Section 19, Section 20 hereof shall cease to be of any force and effect.
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D&O Tail Coverage. For not less than six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect, or purchase an extended reporting period under, the current policies of directors’ and officers’ liability insurance maintained by MSA Holdings, or policies (which may be commercial policies or may be provided in whole or in part as self- insurance) providing coverage for the directors and officers of MSA Holdings immediately prior to the Effective Time, with at least the same coverage amounts and containing terms and conditions which are no less advantageous with respect to claims arising out of or relating to events which occurred before or on the Closing Date.
Sample 1
D&O Tail Coverage. Prior to or simultaneously with the Closing, the Company shall (as a Transaction Expense) purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’, managers’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides “side A, B and C directors and officers” insurance coverage for each of the individuals who were officers, directors, managers or similar functionaries of the Company or any of its Subsidiaries at or prior to the Closing on terms not materially less favorable, in the aggregate (including with respect to policy limit and scope), as the policy or policy(ies) maintained by the Company or any of the Company’s Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the “D&O Tail Policies”); provided, that the premium for the D&O Tail Policies shall be borne by the Sellers as a Transaction Expense; and, provided, further, that in no event shall the aggregate cost for the D&O Tail Policies exceed two-hundred percent (200%) of the Company’s and its Subsidiaries’ most recent annual premium allocation.
Sample 1

Related to D&O Tail Coverage

  • Tail Coverage If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, Grantee shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Grant Agreement, for a minimum of 24 months following the later of (i) Grantee’s completion and Agency’s acceptance of all Services required under this Grant Agreement, or, (ii) Agency or Grantee termination of this Grant Agreement, or, iii) The expiration of all warranty periods provided under this Grant Agreement.

  • Coverage i) It is expected that both job sharers will cover each other's incidental illnesses. If, because of unavoidable circumstances, one cannot cover the other, the unit supervisor must be notified to book coverage. Job sharers are not required to cover for their partner in the case of prolonged or extended absences.

  • Continuing Coverage If a letter of assurance is obtained from any insurer under a Hazard Insurance policy or a Flood Insurance policy that the insurance coverage shall continue in full force and effect, the Servicer shall deposit such letter in the appropriate Servicer Mortgage Loan File.

  • Medical Coverage The Executive shall be entitled to such continuation of health care coverage as is required under, and in accordance with, applicable law or otherwise provided in accordance with the Company’s policies. The Executive shall be notified in writing of the Executive’s rights to continue such coverage after the termination of the Executive’s employment pursuant to this Section 3(d)(iv), provided that the Executive timely complies with the conditions to continue such coverage. The Executive understands and acknowledges that the Executive is responsible to make all payments required for any such continued health care coverage that the Executive may choose to receive.

  • Special Coverages Tenant shall carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of the Tenant Improvements, and such other insurance as Landlord may require, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuant to the Lease immediately upon completion thereof. Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord, and in form and with companies as are required to be carried by Tenant as set forth in the Lease.

  • Tail Policy Prior to the Effective Time, the Company shall purchase tail insurance coverage for the Acquired Companies’ directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time (the “Insurance Coverage”); provided that the full cost and all premiums associated with such Insurance Coverage are paid in a lump sum by the Company prior to or at the Closing and are included as a Transaction Fee.

  • Coverages This insurance applies to the Described Location, Coverages for which a Limit of Liability is shown and Perils Insured Against for which a Premium is stated. COVERAGE A – Dwelling We cover:

  • Insurance Coverage The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

  • General Coverages All of Tenant’s Agents shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in the Lease.

  • Required Coverages Without in any way limiting Contractor’s liability pursuant to the “Indemnification” section of this Agreement, Contractor must maintain in force, during the full term of the Agreement, insurance in the following amounts and coverages:

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