Insurance Tail. The Buyer shall purchase and cause to be -------------- maintained in effect at Closing and for a period of two years after the Closing Date, for the benefit of the Company and its Subsidiaries, liability insurance policies having at least the same coverage as, deductible amounts no greater than, and which contain terms and conditions that are not less advantageous to the Company and its Subsidiaries than, the liability insurance policies maintained by the Company and its Subsidiaries as of the Closing Date; provided -------- that the Buyer's obligation under this Section with respect to an employee practice liability insurance policy is only to the extent that the maximum premium therefore does not exceed $20,000 per annum.
Insurance Tail. For a period of six years after the Effective Date, the Surviving Corporation will use its commercially reasonable efforts to cause to be maintained in effect policies of directors' and officers' liability insurance substantially equivalent in scope and amount of coverage to the policies maintained by GSE as of the date of this Agreement with respect to claims arising from or relating to actions or omissions, or alleged actions or omissions, occurring on or prior to the Effective Date. Notwithstanding the provisions of this Paragraph 7.3.6, the Surviving Corporation will not be obligated to make total premium payments with respect to such policies of insurance to the extent such premiums exceed 300 percent of the last annual premium paid by GSE prior to the date of this Agreement. If the annual premium costs necessary to maintain such insurance coverage exceed the foregoing amount, GSE will use its commercially reasonable efforts to maintain the most advantageous policies of directors' and officers' liability insurance reasonably obtainable for an annual premium not exceeding the foregoing amount, provided that Indemnified Parties may be required to make application and provide customary representations and warranties to the insurance carrier for the purpose of obtaining such insurance. GSE further agrees (i) to cooperate with Parent and Merger Sub and to provide Parent and Merger Sub (and their Affiliates) and their insurance broker(s) with any documents or information requested by Parent and/or Merger Sub and to allow Parent and Merger Sub (and their Affiliates) and their insurance broker(s) to approach the current insurance carriers of GSE and any additional carriers to negotiate and acquire any directors' and officers' liability insurance coverage, (ii) to designate the broker of record for purposes of negotiating all such directors' and officers' liability insurance policies, and (iii) if requested by Parent and/or Merger Sub, to cancel all existing directors' and officers' liability insurance policies prior to the Effective Time in connection with the corresponding purchase of replacement coverage or extensions, as directed by Parent and/or Merger Sub;
Insurance Tail. To the extent that any “claims-made” Insurance Policies in respect of the Business shall not remain in full force and effect for a period of six (6) years after the Closing, Sellers shall obtain a “tail” or “runoff” insurance coverage with respect to such “claims-made” Insurance Policies. Buyer shall be named as an additional insured with respect to such “claims-made” Insurance Policies for a period of not less than six (6) years following the Effective Time and covering acts and/or omissions committed or allegedly committed at or prior to the Effective Time (such coverage shall be in all respects comparable to the Sellers existing claims-made insurance coverage) (the “Tail Coverage”). The Sellers shall not violate any conditions of the Tail Coverage.
Insurance Tail. Seller or Shareholder shall use commercially reasonable efforts to purchase, effective as of the Closing, a “tail” or “runoff” insurance program with respect to Seller’s “claims-made” Insurance Policies for a period of not less than three (3) years following the Closing Date covering wrongful acts and/or omissions committed or allegedly committed at or prior to the Closing Date (such coverage shall be in all respects comparable to Seller’s existing claims-made insurance coverage).
