Directors’ and Officers’ Liability Insurance and Indemnification. The Company has obtained from financially sound and reputable insurers, Directors’ and officers’ liability insurance in an amount and on terms and conditions satisfactory to the Board and shall use commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board determines that such insurance should be discontinued (which, for certainty, shall not be prior to the termination of this Agreement in accordance with its terms). The Investor Nominee shall be entitled to enter into an indemnity agreement with the Company in substantially the form of agreement entered into by current members of the Board, as such form may be amended from time to time.
Directors’ and Officers’ Liability Insurance and Indemnification. (a) Contemporaneously with the Closing, the Bank may purchase an extended reporting period, not to exceed six (6) years, under the Bank’s existing directors’ and officers’ liability insurance policy for purposes of covering actions occurring prior to the Effective Time and neither Parent nor the Surviving Bank may cancel, modify or take any action to limit or terminate the coverage obtained pursuant to this section, unless it replaces such coverage with coverage provided by insurers having the same or better rating, coverage and aggregate limits.
Directors’ and Officers’ Liability Insurance and Indemnification. Company shall have in place as of Employment Start, officers and directors liability insurance (“D&O Insurance”) covering all officers and directors of the Company with coverage of at least three million dollars ($3,000,000). Additionally, Company and Executive will enter into a mutually agreed upon indemnification agreement prior to the Employment Start.
Directors’ and Officers’ Liability Insurance and Indemnification. (a) Following the Effective Date, BUC will provide the directors and officers of Texas Central and its subsidiaries with the same directors' and officers' liability insurance coverage that BUC provides to directors and officers of its other banking subsidiaries generally, and, in addition, for a period of three years will use its best efforts to continue Texas Central's directors' and officers' liability insurance coverage with respect to actions occurring prior to the Effective Date and to the extent that such coverage is obtainable for an aggregate premium not in excess of the aggregate premium paid by Texas Central for such insurance; provided, that BUC may at its option elect to replace Texas Central's insurance coverage with respect to actions occurring prior to the effective date with coverage provided by other insurers having the same aggregate limits. If the aggregate premium for such continued coverage would exceed the aggregate premium for such coverage paid by Texas Central, BUC shall use its best efforts to procure such level of insurance having the coverage described above as can be obtained for an aggregate premium equal to the maximum amount paid by Texas Central.
Directors’ and Officers’ Liability Insurance and Indemnification. During the Term, ASHI shall maintain directors' and officers' liability insurance in such coverage amounts and with such other coverage as shall be reasonably acceptable to North Point and its Owner and shall cause North Point and its officers and employees, including its Owner, to be covered under the terms of such insurance to the extent permitted by such insurance policies. In addition, ASHI agrees to enter into an agreement with North Point and its Owner wherein ASHI shall indemnify and advance costs to North Point, its officers and employees (including its Owner) to the fullest extent permitted by applicable law in connection with the services provided by North Point under this Agreement. Such indemnification obligation and obligation to provide directors' and officers' liability insurance shall survive the termination of this Agreement for any reason.
Directors’ and Officers’ Liability Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, CNB shall use its reasonable best efforts to cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by Pinnacle (provided that CNB may substitute therefor policies of comparable coverage with respect to claims arising from facts or events which occurred before the Effective Time); PROVIDED, HOWEVER, that in no event shall CNB be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Section 5.05(a), any amount per annum in excess of 150% of the amount of the annual premiums paid as of the date hereof by Pinnacle for such insurance (the "Maximum Amount"). If the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CNB shall use all reasonable efforts to maintain the most advantageous policies of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount. Notwithstanding the foregoing, prior to the Effective Time, CNB may request Pinnacle to, and Pinnacle shall, purchase insurance coverage, on such terms and conditions as shall be acceptable to CNB, extending for a period of six (6) years Pinnacle's directors' and officers' liability insurance coverage in effect as of the date hereof (covering past or future claims with respect to periods before the Effective Time) and such coverage shall satisfy CNB's obligations under this Section 5.05(a).
Directors’ and Officers’ Liability Insurance and Indemnification. 5.4.1. For a period of three (3) years after the Effective Time, TrustCo shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by Landmark (provided that TrustCo may substitute therefor policies of comparable coverage with respect to claims arising from facts or events which occurred before the Effective Time); provided, however, that in no event shall TrustCo be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Section 5.4.1, any amount per annum in excess of 150% of the amount of the annual premiums paid as of the date hereof by Landmark for such insurance (the "Maximum Amount"). If the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, TrustCo shall use all reasonable efforts to maintain the most advantageous policies of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount. Notwithstanding the foregoing, prior to the Effective Time, TrustCo may request Landmark to, and Landmark shall, purchase insurance coverage, on such terms and conditions as shall be acceptable to TrustCo, extending for a period of three (3) years Landmark's directors' and officers' liability insurance coverage in effect as of the date hereof (covering past or future claims with respect to periods before the Effective Time) and such coverage shall satisfy TrustCo's obligations under this Section 5.4.1.
Directors’ and Officers’ Liability Insurance and Indemnification. (a) Contemporaneously with the Closing, Cedar Creek shall purchase an extended reporting period, not to exceed six years, under Cedar Creek’s existing directors’ and officers’ liability insurance policy, for purposes of covering actions occurring prior to the Effective Time; provided, that the cost of such coverage may not exceed $10,000 (which shall be included as a transaction expense referred to in Section 13.2), and FBC may not cancel, modify or take any action to limit or terminate the coverage obtained pursuant to this section, unless it replaces such coverage with coverage provided by insurers having the same or better rating, coverage and aggregate limits.
Directors’ and Officers’ Liability Insurance and Indemnification. Seller covenants and agrees that with respect to the Seller's directors and officers liability insurance and indemnification rights under its documents of organization, the Stockholders shall be provided with the same rights and procedures with respect thereto after the Closing as have been provided to the Seller's other Directors and officers.
Directors’ and Officers’ Liability Insurance and Indemnification. (a) Contemporaneously with the Closing, the Bank may purchase an extended reporting period, not to exceed six years, under the Bank’s existing directors’ and officers’ liability insurance policy for purposes of covering actions occurring prior to the Effective Time; provided, that the cost of such coverage shall be included as a transaction expense referred to in Section 16.1. FBC may not cancel, modify or take any action to limit or terminate the coverage obtained pursuant to this section, unless it replaces such coverage with coverage provided by insurers having the same or better rating, coverage and aggregate limits.
