Tail Insurance Policy definition

Tail Insurance Policy shall have the meaning set forth in Section 5.7(b).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Tail Insurance Policy means a tail insurance policy issued for the full term of the Indemnification Escrow Agreement to pay any claims against the Companies for actions or omissions occurring prior to the Closing Date relating to specified risks and claims or types of claims against the Companies, in a form and issued by an insurer reasonably acceptable to Buyer, providing coverage until at least the third anniversary of the Closing Date in a dollar amount up to Five Million Dollars ($5,000,000), and fully purchased, with no further payment obligations with respect to premiums for such policy, by the Sellers at their discretion and at their cost and expense.

Tail Insurance Policy has the meaning provided in Section 6.7.

Examples of Tail Insurance Policy in a sentence

The Seller shall also provide Buyer, Parent and Management Team members with proof that all premiums have been paid in full on the Tail Insurance Policy.
Following the Closing, Purchaser shall cause the Tail Insurance Policy to remain in full force and effect and shall not, and shall not cause or permit any Affiliate thereof to, amend, waive, modify or otherwise alter the terms thereof.
The Tail Insurance Policy, in form and substance acceptable to the Buyer.
The D&O Tail Insurance Policy shall contain terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the current insurance coverage as of the date of this Agreement.
Purchaser shall cause the Company to maintain the Tail Insurance Policy in full force and effect and continue to honor the obligations thereunder until the sixth (6th) anniversary of the Closing.
Each Seller shall deliver to Buyer at the Closing and on each of the successive anniversaries of the Closing Date a certificate of insurance evidencing the Tail Insurance Policy.
For the avoidance of doubt this Section 3A.06 shall not preclude claims by any Stockholder under the Prior Limitation and Indemnity Provisions, the Tail Insurance Policy, in either case which such Stockholder may otherwise be able to assert other than in its capacity as a Stockholder, or Article VIII.
Provided that all fees and costs related thereto are paid by the Representative, following the Closing, the Parent shall cause the Tail Insurance Policy to remain in full force and effect and shall not cause or permit any Affiliate thereof to, amend, waive, modify or otherwise alter the terms thereof, except as may be required by applicable Law.
If such insurance coverage fails to be in effect for any period prior to the second (2nd) anniversary of the Closing Date for any reason, then (A) a Tail Insurance Policy shall be obtained by or on behalf of WRC and a certificate to evidence the Tail Insurance Policy shall be provided to Seller and Purchaser, and (B) Purchaser shall pay to WRC an amount of up to $1,400,000 toward the cost of such Tail Insurance Policy and WRC shall pay all costs of such Tail Insurance Policy in excess of $1,400,000.
Sellers shall have procured the Tail Insurance Policy (if necessary and as approved by Sellers and Buyer) and delivered evidence thereof to Buyer the cost of which shall be paid by Sellers to the issuer of such Policy or deducted from the Purchase Price pursuant to Section 1.2 hereof and paid by Buyer.

More Definitions of Tail Insurance Policy

Tail Insurance Policy means the "tail" professional liability insurance policy to be issued on the Closing Date with respect to the Acquired Entities.

Tail Insurance Policy is defined in Section 7.3(b).

Tail Insurance Policy has the meaning set forth in Section 8.06 (Tail Insurance Policy).

Tail Insurance Policy has the meaning set forth in Section 8(b)(xvi).

Tail Insurance Policy means extended reporting period or “tail insurance” relating to WRC’s existing liability insurance relating to the Properties, providing coverage effective as of the date that WRC’s insurance referenced above is no longer in effect and through the second (2nd) anniversary of the Closing Date, naming Purchaser, each Seller and Guarantor as additional insureds under such policy, with $10,000,000 of excess liability coverage (in lieu of current excess coverage limits), and in all other respects consistent with WRC’s commercial professional liability and general liability insurance policies in place on the Effective Date relating to the Properties.

Tail Insurance Policy means an insurance policy to provide at least the same coverage as Transferor Insurance Policies identified as being “claims made” policies in Schedule 7(u) for