Tail Policies definition

Tail Policies has the meaning specified in Section 5.9(b).

Tail Policies shall have the meaning set forth in Section 6.2(b).

Tail Policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount.

Examples of Tail Policies in a sentence

• Such Tail Policies shall extend for the maximum time period permissible by each respective Insurance Policy and shall provide minimum coverage in an amount no less than the coverage currently maintained under the applicable Insurance Policy.

• Sellers shall deliver to Buyer evidence of Sellers’ purchase of the Tail Policies at least five (5) Business Days prior to the Closing Date.

• Sellers shall have purchased the Tail Policies described in Section 6.17 and shall have delivered to Buyer certificates of insurance evidencing the same at least five (5) Business Days prior to the Closing Date.

• Sellers shall deliver to Buyer evidence of Sellers’ purchase of the Tail Policies at least five Business Days prior to the Closing Date.

• The “run-off” directors’ and officers’ liability insurance policy referenced in Section 9.10(f) and each of the Tail Policies referenced in Section 9.10(g) shall have been issued by the applicable insurer.

More Definitions of Tail Policies

Tail Policies is defined in Section 6.17.

Tail Policies has the meaning set forth in Section 8.7(b).

Tail Policies shall have the meaning set forth in ‎Section 9.4(f).

Tail Policies is defined in Section 5.7(b) of this Agreement.

Tail Policies has the meaning set forth in Section 2.03(b)(ix).

Tail Policies means the tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Company Group with respect to claims arising from facts or events that occurred on or before the Closing and run off coverage as provided by the Company Group’s fiduciary and employee benefits policies, in each case, covering those Persons who are covered on the date hereof by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company Group’s existing policies.

Tail Policies has the meaning given in clause ‎7.5(d).