D&O Tail Policy. The D&O Tail Policy shall have been obtained by the Company pursuant to Section 4.08(b).
D&O Tail Policy. The Tail Policy referred to in Section 5.12(b) shall be effective as of the Closing Date.
D&O Tail Policy. The Company shall provide to each person who served as a Series E Director (as defined in the Subscription Agreement), any tail policy that is made available to past directors of the Company.
D&O Tail Policy. Each Purchaser acknowledges and agrees that, on or after the Closing Date, the Company shall purchase a “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (a) has a claims period of six (6) years from its effective date of coverage (the “Claims Period”), (b) provides a level of coverage comparable to the coverage under the Company’s existing directors’ and officers’ liability insurance policy and (c) remains in full force and effect for the duration of the Claims Period.
D&O Tail Policy. Prior to the Effective Time, Target shall purchase a “tail” officers’ and directors’ liability insurance policy covering Target and Target Indemnified Persons, which by its terms shall survive the Merger for six years following the Effective Time on limits, terms, and conditions no less favorable than the Target’s existing officers’ and directors’ liability insurance program (“D&O Tail Policy”), with the following additional conditions: (1) the D&O Tail Policy shall consist of the same coverages currently contained in Target’s Twin City Fire Insurance Company D&O program (including without limitation D&O and entity coverage and employment practices liability coverage) (the “Current Policy”); (2) the D&O Tail Policy shall be endorsed in a manner that expressly provides Acquiror and the Surviving Corporation with direct rights to access the D&O Tail Policy for Side B and Side C coverage (but it is the full intent of this Agreement that all insurance policy rights of Target that are transferable shall be transferred regardless of such endorsement); and (3) separate retentions shall not exceed $25,000.
D&O Tail Policy. If Executive’s employment terminates for any reason, as promptly as practical following the date on which Executive also ceases to serve as a member of the Board, the Company shall obtain, at its cost and expense, a six year tail director and officer insurance policy covering Executive on the same terms and conditions as the similar tail director and officer insurance policies previously obtained by Company for its retiring directors.
D&O Tail Policy. Purchaser shall have received evidence that the D&O Tail Policy has been fully paid and is in effect.
D&O Tail Policy. (a) Buyer agrees that all rights of such Persons to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing as provided in the respective Fundamental Documents of the Target Companies and their respective Subsidiaries as now in effect shall survive the Closing and shall continue in full force and effect in accordance with their terms; provided, however, that no director or officer of the Target Companies and their respective Subsidiaries shall be entitled to indemnification thereunder with respect to any claim arising out of this Agreement or the transactions contemplated hereby.
D&O Tail Policy. The Tail Policy referred to in Section 5.3 shall be effective as of the Effective Time.
D&O Tail Policy. The parties acknowledge that as of the Closing Date, Seller has caused the Company to obtain, at the Company’s sole cost and expense, a six (6) year “tail” policy for directors’ and officers’ liability insurance (the “D&O Tail Policy”) covering all present and former managers and officers of the Company in an amount and on terms no less favorable than coverage under such policies in effect on the date of this Agreement and applicable to the current managers and officers of the Company. The cost of the D&O Tail Policy shall be paid by Seller as a Transaction Expense.
