Officers and Directors Insurance. The Company agrees to maintain Xxxxxxxxx’ coverage under such directors’ and officers’ liability insurance policies as shall from time to time be in effect for active officers and employees for not less than six years following Xxxxxxxxx' termination of employment.
Officers and Directors Insurance. Three days prior to the First Closing Date, the Company shall have obtained Officers and Directors insurance satisfactory to you with a minimum face value of one million dollars ($1,000,000).
Officers and Directors Insurance. During your part-time special assignment and for four (4) years following the Termination Date, you will be covered by such officers and directors insurance coverage that Amgen provides to its senior executive officers at your salary grade level during that time period. In addition, Amgen shall indemnify and hold you harmless both during and after the entire term of your employment (including your service hereunder) to the fullest extent permitted by law with regards to actions or inactions in relation to your duties performed at Amgen, both before and after the date of this Agreement. Furthermore, you will be entitled to reimbursement of expenses incurred in accordance with your rights under California Labor Code Section 2802.
Officers and Directors Insurance. The Offeror agrees that, if it acquires Common Shares under the Offer, for the entire period from the date of first taking up and paying for Common Shares until six years after such date, the Offeror will cause the Company or any successor to the Company to procure an insurance policy on a “trailing” run-off basis on terms and conditions otherwise no less advantageous to the directors and officers of the Company than those contained in the policy in effect on the date hereof (“Equivalent Insurance”), for all present and former directors and officers of the Company and its Subsidiaries covering claims made prior to or within six years after such date; provided, however, that in no event shall the Company be required to obtain run-off insurance at a premium greater than 225% of the premium paid for the 2005 calendar year for the Company’s directors’ and officers’ insurance (the “Annual Premium”), and if the Company is unable to obtain Equivalent Insurance or if obtaining Equivalent Insurance would cost in excess of 225% of the Annual Premium, the Company shall obtain such insurance as it is able to obtain for 225% of the Annual Premium.
Officers and Directors Insurance. (a) The Offeror agrees that for the period from the Effective Time until six years after the Effective Time, the Offeror will cause Augusta or any successor to Augusta (including the successor resulting from the winding-up or liquidation or dissolution of Augusta) to maintain Augusta’s current directors’ and officers’ insurance policy or an equivalent policy, on a “trailing” or “run-off’ basis, subject in either case to terms and conditions no less advantageous to the directors and officers of Augusta than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Augusta, covering claims made prior to or within six years after the Effective Time; provided, however, that neither Augusta nor the Offeror shall be required, in order to maintain such directors’ and officers’ insurance policy, to pay an annual premium in excess of 200% of the annual cost (the “Current Premia”) of the existing policies; and provided further that, if equivalent coverage cannot be obtained or can only be obtained by paying an annual premium in excess of 200% of the Current Premia, Augusta and the Offeror shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to 200% of the Current Premia. Furthermore, prior to the Effective Time, Augusta may, in the alternative, purchase pre-paid non-cancellable run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time providing such coverage for such persons on terms comparable to those contained in the current insurance policies and at a cost that does not exceed 200% of the Current Premia and in such event none of the Offeror, Augusta or any of its subsidiaries will have any further obligation under this Section 9.1(a), except that from and after the Effective Time, Augusta or the Offeror, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance.
Officers and Directors Insurance. The Parent shall cause the Surviving Corporation to arrange for and maintain as of the Effective Time, a "run-off" insurance policy that provides directors' and officers' liability insurance coverage to the fullest extent permitted under the TBCA for the Persons who were officers and directors of the Company as of the date hereof. The "run-off" insurance policy shall be in the amount of at least $30,000,000 and shall cover any claims arising from facts or events that occurred on or before the Effective Time and for a period of three (3) years or longer after the Effective Time, but in no event at a cost to Parent in excess of $500,000.
Officers and Directors Insurance. Acquiror agrees that for the entire period from the Effective Time until six years after the Effective Time, Acquiror will cause the Corporation or any successor to the Corporation to maintain the Corporation's current directors' and officers' insurance policy or an equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Corporation than those contained in the policy in effect on the date hereof, providing coverage on a "trailing" or "run-off" basis for all present and former directors and officers of the Corporation, covering claims made prior to or within six years after the Effective Time.
Officers and Directors Insurance. Directors and Officers insurance covering and indemnifying all officers and directors of Xxxxxx and Xxxxxx and their affiliated entities, and the medical staff of the Hospital, against any liability incurred by any such officers or directors arising out o or related to their status as an officer or director.
Officers and Directors Insurance. Borrower will participate in a pro-rata share of a Lender umbrella Officers and Directors Insurance pool, and the expense shall be represented as a "below the line" cost to the fiscal year 2000 operating budget for the San Diego "Flash".
Officers and Directors Insurance. Buyer hereby consents to the purchase by Northstar of an extension of its current directors' and officers' liability insurance policy for a period extending until the sixth anniversary of the Effective Time at a cost of not more than $100,000 with respect to all matters, including the transactions contemplated by this Agreement occurring prior to, and including the Effective Time.
