Tail Policies. Following the Closing, Prometheus and Buyer shall use commercially reasonable efforts to cause the Company to obtain tail-insurance policies for the benefit of the Company covering directors and officers liability, employee practices and cyber loss, in each case, on terms and conditions mutually agreed to by Prometheus and Buyer in good faith.
Tail Policies. Effective no later than the Closing, Seller will procure, or cause to be procured, irrevocable tail policies described on Section 6.7 of the Disclosure Schedules maintained by or on behalf of the Company in respect of acts or omissions occurring prior to the Closing Date, covering each Person covered by such insurance policies in effect on the Effective Date, on terms with respect to coverage, and in amounts, at least as favorable to the covered Persons as those of such policy in effect on the Effective Date, which tail policy will have a claims period of at least six (6) years from the Closing Date (the “Tail Policies”).
Tail Policies. Prior to Closing, Seller shall have purchased an endorsement for tail coverage on Seller’s insurance policies for (a) error and omissions; and (b) directors and officers liability, in such amounts and for such terms as reasonably acceptable to Buyer (collectively, the “Tail Policies”).
Tail Policies. As of the Closing, Bidder shall provide and pay for appropriate tail insurance policies to cover Hospital directors’ liabilities and such other risks as applicable.
Tail Policies. Evidence that the Seller Parties have purchased tail insurance coverage with coverage for six (6) years following Closing for the Insurance Policies listed on Section 3.2(l)(i) of the Company Disclosure Letter and for the longest period commercially available following Closing for the Insurance Policies listed on Section 3.2(l)(ii) of the Company Disclosure Letter, in each case naming Purchaser as loss payee on such coverages (the “Tail Policies”); provided that the premiums and expenses for the Tail Policies shall be borne by the Purchaser.
Tail Policies. 49 6.11 Efforts; Regulatory Filings and Consents 50 6.12 Excluded Real Property 52 6.13 R&W Insurance Policy 52 6.14 Advisory Committee 52 6.15 Termination of 401(k) Plan 52 6.16 Non-Competition; Non-Solicitation; Non-Disparagement 53 6.17 Financing Cooperation 54 6.18 Permit Transfers 55 6.19 Further Transfers 55
Tail Policies. (a) At or prior to the applicable Closing, CFC IPA or AHMS, as applicable, shall purchase a “tail” prepaid directors’ and officers’ liability, employment practices liability insurance policy, and any other insurance policies maintained by any Group Company as of immediately prior to the Closing, effective as of the applicable Closing Date, in each case, providing coverage for a period of six (6) years after the applicable Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policies shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policies (each, a “Tail Policy”). The Buyer Parties covenant and agree not to cancel, redeem or take any action that would adversely affect the terms and conditions of the Tail Policy. The cost and expense of purchasing the Tail Policy shall be shared equally between the applicable Group Company and the applicable Buyer Party.
Tail Policies. At or prior to the Closing, Seller shall obtain and fully pay for and maintain in effect prepaid, non-cancelable extended reporting endorsement for liability insurance coverage insuring against (i) errors and omissions for a period of not less than six (6) years from the Closing and (ii) cyber liability for a period of not less than five (5) years from the Closing, in each case arising from the operation of the Business prior to the Closing (the “Tail Policies”) with limits and deductibles acceptable to the Buyer and in any event at least equal to such coverage in place prior to the date hereof. On or before the Closing, Seller shall provide Buyer with evidence of a bindable quotation for the Tail Policies in a form reasonably satisfactory to the Buyer and, within ten (10) days after the Closing Date, Seller shall provide Buyer with evidence of the issuance of the Tail Policies in a form reasonably satisfactory to Buyer. The Tail Policies will be endorsed with terms substantially as follows: “The Insurer shall pay, on behalf of the Insured or the Successor Company, Loss which the Insured or the Successor Company becomes legally obligated to pay on account of any Claim first made against the Insured during the Policy Period, for a Wrongful Act of the Insured prior to the Run-off Date, but only if such Claim is reported to the Insurer in writing in accordance with the policies terms and conditions. As used herein the term “Successor Company” means Xxxxxx X.
Tail Policies. At or prior to the Closing Date, Seller shall cause the Acquired Companies to purchase tail coverage policies (the “Tail Policies”) for the directors and officers, policies covering the Acquired Companies as of the date hereof (the “Existing Policies”): (a) providing liability insurance coverage for the benefit of the Acquired Companies, (b) with a claim reporting or discovery period of at least six (6) years after the Closing, (c) in a form reasonably acceptable to Buyer and (d) on terms substantially comparable in all material respects to the relevant Existing Policies. The cost for such Tail Policy shall be a Transaction Expense. Sellers shall not, and shall not permit the Acquired Companies to, in each case without the prior written consent of Buyer, terminate, modify or amend, or waive any rights under any Existing Policies. Prior to the Closing, Seller shall use, and cause the Acquired Companies to use, their commercially reasonable efforts to cooperate with Buyer to facilitate obtaining any other tail, run-off or other insurance policies with effect as of the Closing, in each case, at Buyer’s expense.
Tail Policies. Prior to the Effective Time, each of the Companies shall obtain prepaid “tail” policies reasonably acceptable to Acquiror extending coverage for an aggregate period of six (6) years providing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred on or before the Effective Time covering (as direct beneficiaries) those Persons who are currently covered by the applicable Company Group’s directors’ and officers’ liability insurance policies, in each case of the type and with the amount of coverage no less favorable than those of the directors’ and officers’ liability insurance maintained as of the date of this Agreement by, or for the benefit of, the applicable Company Group (the “D&O Tail Policies”); provided, however, that the amount paid for each of the D&O Tail Policies pursuant to this Section 8.12 shall not exceed the annual equivalent of two hundred and fifty percent (250%) of the annual premiums paid by such Company in its last full fiscal year without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed). This Section 8.12 is intended to be for the benefit of, and will be enforceable by, those Persons who are currently covered by the applicable Company Group’s directors’ and officers’ liability insurance policies and their respective heirs, legatees, Representatives, successors and assigns.
