Common use of Tail Policy Clause in Contracts

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, the Buyer shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering (x) those Persons who are currently covered by such policies of the RSI Companies and the Buyer, in each case, with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy (as applicable) and (y) any current or former directors and officers of the Additional Special Limited Partner. (ii) At or prior to the Closing Date, the Buyer shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any RSI Company’s and the Buyer’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any RSI Company’s or the Buyer’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall the Buyer be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums currently payable by the Company and the Buyer with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any RSI Company shall be settled without the prior written consent of Sellers.

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, the Buyer shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering (x) those the Indemnified Persons who are currently covered by such policies of the RSI Companies and the Buyer, in each case, Buyer with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable 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 policy (as applicable) and (y) any current or former directors and officers of the Additional Special Limited Partnerpolicy. (ii) At or prior to the Closing Date, the Buyer Company shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any RSI Group Company’s and the Buyer’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Execution Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any RSI Group Company’s or the Buyer’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall the Buyer be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums premium currently payable by the Company and the Buyer with respect to such current policies policy (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any RSI Group Company shall be settled without the prior written consent of Sellersthe Company. The Indemnified Persons are intended third party beneficiaries of this Section 8.13.

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, the Buyer shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering (x) those the Indemnified Persons who are currently covered by such policies of the RSI Companies and the Buyer, in each case, Buyer with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable 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 policy (as applicable) and (y) any current or former directors and officers of the Additional Special Limited Partnerpolicy. (ii) At or prior to the Closing Date, the Buyer Company shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any RSI Group Company’s and the Buyer’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any RSI Group Company’s or the Buyer’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall the Buyer be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums premium currently payable by the Company and the Buyer with respect to such current policies policy (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any RSI Group Company shall be settled without the prior written consent of Sellersthe Company. The Indemnified Persons are intended third party beneficiaries of this Section 8.15.

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, the Buyer NewCo shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering (x) those Persons who are currently covered by such policies of the RSI Target Companies and the Buyer, in each case, dMY with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy (as applicable) and (y) any current or former directors and officers of the Additional Special Limited Partnerpolicy. (ii) At or prior to the Closing Date, the Buyer NewCo shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any RSI Target Company’s and the BuyerdMY’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any RSI Target Company’s or the BuyerdMY’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall the Buyer NewCo be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums currently payable by the Company and the Buyer dMY with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any RSI Target Company shall be settled without the prior written consent of SellersNewCo.

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, the Buyer Trident shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering (x) those Persons who are currently covered by such policies of the RSI Target Companies and the Buyer, in each case, Trident with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy (as applicable) and (y) any current or former directors and officers of the Additional Special Limited Partnerpolicy. (ii) At or prior to the Closing Date, the Buyer shall Trident shall, purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any RSI Target Company’s and the BuyerTrident’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any RSI Target Company’s or the BuyerTrident’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall the Buyer Trident be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums currently payable by the Company and the Buyer Trident with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any RSI Target Company shall be settled without the prior written consent of Sellersthe Company.

Tail Policy. (i) For At or prior to the Effective Time, the Surviving Corporation shall purchase and maintain in effect for a period of six (6) years from and after the Closing Datethereafter, the Buyer shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering (x) those Persons who are currently covered by such policies of the RSI Companies Company, the Surviving Corporation and the Buyer, in each case, dMY with respect to claims arising from facts or events that occurred on or before the Closing and of the type and with no less favorable coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy (as applicable) and (y) any current or former directors and officers of the Additional Special Limited Partnerpolicy. (ii) At or prior to the Closing DateEffective Time, the Buyer Surviving Corporation shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any RSI the Company’s, the Surviving Corporation’s and the BuyerdMY’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date date of this Agreement by such policies and of the type, with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any RSI the Company’s or the BuyerdMY’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall the Buyer Surviving Corporation be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums currently payable by the Company and the Buyer dMY with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any RSI Company shall be settled without the prior written consent of Sellers.