Professional Liability Tail Coverage Sample Clauses

Professional Liability Tail Coverage. To the extent Clearview’s professional liability insurance policy for the Facility is on a claims-made basis (rather than an occurrence basis), Clearview shall obtain an extended reporting (“tail”) professional liability insurance policy covering acts and omissions occurring at the Facility prior to the Closing Date, in an amount equal to the professional liability insurance carried immediately prior to the Closing Date, or such other amount, and for such period of time, as determined by mutual agreement of Buyer and Clearview. Clearview shall provide New LP with proof of such tail professional liability coverage and the cost and expense thereof. Buyer agrees to reimburse Clearview for the cost of such tail professional liability coverage.

Professional Liability Tail Coverage. Prior to the Closing Date, Seller’s professional liability insurance coverage for the Facility has been on a claims-made basis (rather than an occurrence basis) through a professional liability policy maintained by Seller and its Affiliates covering not only the Facility, but other businesses owned and operated by Seller’s Affiliates. Seller and Shareholder agree to either: (i) continue in full force and effect on behalf of the Seller the same level of professional liability insurance coverage on a claims made basis until the three-year anniversary of the Closing Date (the “Tolling Date”); or (ii) upon the termination of such professional liability insurance coverage described in (i) prior to the Tolling Date, purchase an extended reporting (“tail”) professional liability insurance policy covering acts and omissions occurring at the Facility prior to the Closing Date, in an amount equal to the professional liability insurance carried immediately prior to the Closing Date, or such other amount, and for such period of time, as determined by mutual agreement of NovaMed and Seller. Seller and Shareholders agree to use commercially reasonable efforts to make NovaMed a certificate holder on any such policies and will deliver to NovaMed: (x) with respect to the coverage described in (i) above, at least annually in advance a certificate of insurance evidencing the required coverage; and (y) evidence of any “tail” coverage described in (ii) above. Moreover, notwithstanding anything to the contrary in any other agreement, with respect to ▇▇▇