D&O Tail Insurance definition

D&O Tail Insurance has the meaning as set forth in Section 5.05(b).

D&O Tail Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than the Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, the Purchaser shall maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and the Purchaser shall timely pay or caused to be paid all premiums with respect to the D&O Tail Insurance.

D&O Tail Insurance has the meaning set forth in Section 7.13(b).

Examples of D&O Tail Insurance in a sentence

• Parent will cause the Surviving Entity to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Entity to cancel the D&O Tail Insurance during its term.

• After the Closing, neither Buyer nor any of its Affiliates, including, from and after the Closing, the Company, will cancel the D&O Tail Insurance.

• Notwithstanding any other provision of this Agreement, the Provider Insured Parties waive any and all rights to indemnification solely to the extent of any valid and collectible insurance available and actually received by or for the benefit of the Provider Insured Parties under the D&O Insurance or the D&O Tail Insurance.

• The costs associated with obtaining the “tail” insurance policy described in the immediately preceding sentence (the “ D&O Tail Insurance Costs”) shall be borne by the Company and shall constitute a Company Transaction Expense.

• Any such D&O Tail Insurance shall expressly cover Parent and the Surviving Corporation as successors in interest.

More Definitions of D&O Tail Insurance

D&O Tail Insurance that is substantially equivalent to and in any event not less favourable in the aggregate than Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Pubco shall for a period of six (6) years after the Merger Effective Time, maintain the D&O Tail Insurance in full force and effect, and continue to honour the obligations thereunder, and Pubco shall timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance.

D&O Tail Insurance. Section 7.5(b)

D&O Tail Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than DMAC’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Pubco and DMAC shall, for a period of six (6) years after the Merger Effective Time, maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Pubco and DMAC shall timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance. The D&O Indemnified Parties are intended third party beneficiaries of this Agreement for purposes of this Section 8.16 and shall have the right to enforce this Section 8.16 as though a party to this Agreement.

D&O Tail Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than, as applicable Purchaser’s or the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Pubco and the Surviving Parties shall maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Pubco and the Surviving Subsidiaries shall timely pay all premiums with respect to the D&O Tail Insurance.

D&O Tail Insurance. Section 7.7(b) “Effective Time” Section 3.2

D&O Tail Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than Purchaser’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Pubco and Purchaser shall maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Pubco and Purchaser shall timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance; provided, however, that in no event shall Pubco or Purchaser be required to expend for such policies premium amounts in excess of 250% of the premium currently paid by Purchaser for such insurance, and if the annual premiums of such insurance coverage exceed such amount, Purchaser shall be permitted to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided, further, that Purchaser may obtain a policy with a premium higher than 250% of the current premium if Sponsor, at its sole election, pays the portion of the premium above 250%.

D&O Tail Insurance has the meaning set forth in Section 5.2(a) of this Agreement.