Common use of Officer and Director Liability Insurance Clause in Contracts

Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.

Officer and Director Liability Insurance. The Corporation Company shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation Company with coverage for Expenses losses from wrongful acts, or to ensure the CorporationCompany's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation Company shall have no obligation to obtain or maintain such insurance if the Corporation Company determines in good faith that such insurance is not necessary or is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the CorporationCompany. However, the Company's decision whether or not to adopt and maintain such insurance shall not affect in any way its obligations to indemnify its officers and directors under this Agreement or otherwise. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company, but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director, but is a key employee.

Officer and Director Liability Insurance. The Corporation Company shall, from ---------------------------------------- time to time, make the good faith determination whether or not it is practicable for the Corporation Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation Company with coverage for Expenses losses from wrongful acts, or to ensure the CorporationCompany's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CorporationCompany's directors, if Indemnitee is a director, ; or of the CorporationCompany's officers, if Indemnitee is not a director of the Corporation Company but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation Company shall have no obligation to obtain or maintain such insurance if the Corporation Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the CorporationCompany.

Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation with coverage for Expenses losses from wrongful acts, or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, ; or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) or of the policy shall provide that it shall Corporation's key employees, if Indemnitee is not be cancelled an officer or materially modified without 30 days' prior written notice to Indemniteedirector but is a key employee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary or parent of the Corporation.

Officer and Director Liability Insurance. The Corporation to the fullest extent permitted by the Delaware Law, may purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation with coverage for Expenses losses from wrongful acts, or to ensure the Corporation's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's ’s directors, if Indemnitee is a director, ; or of the Corporation's ’s officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) or of the policy shall provide that it shall Corporation’s key employees, if Indemnitee is not be cancelled an officer or materially modified without 30 days' prior written notice to Indemniteedirector but is a key employee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary or parent of the Corporation. Further, the Corporation may create a trust fund, grant a security interest or use other means (including without limitation a letter of credit) to ensure the payment of such sums as may become necessary or desirable to effect the indemnification as provided herein.

Officer and Director Liability Insurance. The Corporation Company shall, from time ---------------------------------------- to time, make the good faith determination whether or not it is practicable for the Corporation Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with Indemnitee coverage for Expenses losses from wrongful acts, or to ensure the CorporationCompany's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CorporationCompany's directors, if Indemnitee is a director, ; or of the CorporationCompany's officers, if Indemnitee is not a director of the Corporation Company but is an officer; and (b) or of the policy shall provide that it shall Company's key employees, if Indemnitee is not be cancelled an officer or materially modified without 30 days' prior written notice to Indemniteedirector but is a key employee. Notwithstanding the foregoing, the Corporation Company shall have no obligation to obtain or maintain such insurance if the Corporation Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary or parent of the CorporationCompany. Indemnitee shall be given thirty (30) days advance written notice if the Company determines it will terminate such insurance coverage of Indemnitee.

Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation with coverage for Expenses losses from wrongful acts, or to ensure the Corporation's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's ’s directors, if Indemnitee is a director, ; or of the Corporation's ’s officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.

Officer and Director Liability Insurance. (a) The Corporation Company shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation Company with coverage for Expenses losses from wrongful acts, or to ensure the Corporation's Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's Company’s directors, if Indemnitee is a director, ; or of the Corporation's Company’s officers, if Indemnitee is not a director of the Corporation Company but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation Company shall have no obligation to obtain or maintain such insurance if the Corporation Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the CorporationCompany. Nothing in this section shall prevent the Company from procuring additional insurance coverage for Indemnitees as it deems reasonably necessary.

Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation with coverage for Expenses losses from wrongful acts, or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to IndemniteeIndemnitees. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.

Officer and Director Liability Insurance. The Corporation Company shall, from ------------------------------------------- time to time, make the good faith determination whether or not it is practicable for the Corporation Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent officers and non-independent directors, as well as officers, directors of the Corporation Company with coverage for Expenses losses from wrongful acts, or to ensure the CorporationCompany's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CorporationCompany's directors, if Indemnitee is a director, ; or of the CorporationCompany's officers, if Indemnitee is not a director of the Corporation Company but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation Company shall have no obligation to obtain or maintain such insurance if the Corporation Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the CorporationCompany.

Officer and Director Liability Insurance. The Corporation Company shall, from ---------------------------------------- time to time, make the good faith determination whether or not it is practicable for the Corporation Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with Indemnitee coverage for Expenses losses from wrongful acts, or to ensure the CorporationCompany's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the CorporationCompany's directors, if Indemnitee is a director, ; or of the CorporationCompany's officers, if Indemnitee is not a director of the Corporation Company but is an officer; and (b) or of the policy shall provide that it shall Company's key employees, if Indemnitee is not be cancelled an officer or materially modified without 30 days' prior written notice to Indemniteedirector but is a key employee. Notwithstanding the foregoing, the Corporation Company shall have no obligation to obtain or maintain such insurance if the Corporation Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary or parent of the CorporationCompany. Indemnitee shall be given thirty (30) days advance written notice if the Company determines it will terminate such insurance coverage of Indemnitee.