Run-Off Coverage Sample Clauses
Run-Off Coverage is an insurance provision that extends coverage for claims made after a policy has expired or been cancelled, typically in the context of mergers, acquisitions, or company closures. This clause ensures that incidents occurring during the original policy period but reported later are still covered, often for a specified run-off period such as several years. Its core function is to protect insured parties from liabilities that may arise after the policy ends, thereby providing peace of mind and continuity of protection during organizational transitions or wind-downs.
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Run-Off Coverage. If the Policy is discontinued for any reason, the Corporation shall purchase, maintain and administer, or cause to be purchased, maintained and administered for a period of six (6) years after such discontinuance, insurance for the benefit of the Indemnified Party (the “Run-Off Coverage”), on such terms as the Corporation then maintains in existence for its directors and officers, to the extent permitted by law and provided such Run-Off Coverage is available on commercially acceptable terms and premiums (as determined by the Corporation’s board of directors acting reasonably). The Run-Off Coverage shall provide coverage only in respect of events occurring prior to the discontinuance of the Policy.
Run-Off Coverage. In the event the Policy is discontinued for any reason, or in the event of a consummation of a Control Transaction, the Corporation shall purchase, maintain and administer, or cause to be purchased, maintained and administered for a period of six years after such discontinuance or the effective time of the Control Transaction, insurance for the benefit of the Indemnified Party (the “Run-Off Coverage”), on similar terms to the extent permitted by law and provided such Run-Off Coverage is available on commercially acceptable terms and premiums (as determined by the board of directors in its reasonable and good faith opinion), provided that the premiums for the Run-Off Coverage will be deemed to be commercially acceptable if the total premiums for such Run-Off Coverage do not exceed 300% of annual premiums under the Policy at the time they are discontinued). The Run-Off Coverage shall provide coverage only in respect of events occurring prior to the discontinuance of the Policy or the effective time of the Control Transaction. The Corporation will provide to the Indemnified Party a copy of each policy of insurance providing the coverages contemplated by this subsection 3.1
Run-Off Coverage. Each Insured Party agrees that should a Fund or portfolios thereof cease to operate as an investment company the Policy will provide run-off coverage for actions by such Insured Party's Board members and officers prior to the cessation of such operations. Each Insured Party further agrees that a portion of the premium paid under the Policy by those Insured Parties which continue to operate as investment companies, will be for such run-off coverage, provided that such premium would be no greater than the premium that would be charged if no run-off coverage was provided. Any Recovery by an Insured Party received under such run-off coverage shall be allocated in accordance with Section 4 hereof.
Run-Off Coverage. In the event the Policy is discontinued for any reason, or in the event of a consummation of a Control Transaction, the Corporation shall purchase, maintain and administer, or cause to be purchased, maintained and administered for a period of six years after such discontinuance or the effective time of the Control Transaction, insurance for the benefit of the Indemnified Party (the “Run-Off Coverage”), on similar terms to the extent permitted by law and provided such Run-Off Coverage is available on commercially acceptable terms and premiums (as determined by the board of directors in its reasonable and good faith opinion), provided that the premiums for the Run-Off Coverage will be deemed to be commercially acceptable if the total premiums for such Run-Off Coverage do not exceed 300% of annual premiums under the Policy at the time they are discontinued). The Run-Off Coverage shall provide coverage only in respect of events occurring prior to the discontinuance of the Policy or the effective time of the Control Transaction. The Corporation will provide to the Indemnified Party a copy of each policy of insurance providing the coverages contemplated by this subsection 14(c) promptly after coverage is obtained and evidence of each annual renewal thereof and will promptly notify the Indemnified Party if the insurer cancels, makes material changes to coverage, or refuses to renew coverage (or any part of the coverage).
Run-Off Coverage. Runoff coverage, which is distinct from an ERP, is triggered when a change in control occurs and does not extend the policy term. Run-off coverage can be considered at the time of the change in control. Premium should be set in accordance with risk factors presented and the underwriter’s LOA.
Run-Off Coverage. In the event the Policies are discontinued for any reason or in the event the Indemnified Party ceases to be a director or officer of the Corporation in anticipation of, or following, a Change of Control of the Corporation, the Corporation shall purchase, maintain and administer, or cause to be purchased, maintained and administered for a period of at least six (6) years after such discontinuance, insurance for the benefit of the Indemnified Party (the “Run-Off Coverage”) from Insurers with the same or better credit rating as the Insurers as at the date of this Agreement, with benefits and levels of insurance coverage, on terms at least as favourable as the insurance coverage the Corporation currently maintains under its existing Policies as at the date of this Agreement for its directors and officers, to the fullest extent permitted by law. Notwithstanding any other provision herein to the contrary, the Corporation shall not be obligated to indemnify the Indemnified Party under this Agreement for any Losses which have been paid to, or by or on behalf of, the Indemnified Party under:
(i) the Policies or any other applicable policy of insurance maintained by the Corporation; or
(ii) in respect of any Other Entity, any applicable policy of insurance or other arrangements maintained or made available by the Other Entity for the benefit of its respective directors or officers and for greater certainty, the indemnity provided under this Agreement will only apply with respect to any Losses the Indemnified Party may suffer or incur which would not otherwise be paid or satisfied under such insurance or other arrangements maintained or made available by such Other Entity.