ACQUISITION AND PREMIUM PAYMENT. In consideration for the agreement of Xx. Xxxxxx in Section 1, as soon as practicable after the date of this Agreement, the Company will acquire a life insurance policy (the "Policy") providing a death benefit of at least the Death Benefit described below upon the death of the survivor of Xx. Xxxxxx or Xxx. Xxxxxx (his "wife"). The Company will select a reputable and financially sound insurance company or companies to issue the Policy (if the Company selects more than one insurance company to issue a life insurance contract pursuant to the requirements of this subsection (a), all such life insurance contracts are referred to collectively as the Policy herein). When the Policy is acquired, the attachment identifying the Policy will be attached to this Agreement. The Company will pay all premiums necessary to acquire the Policy and maintain it in force, and will, if requested, provide evidence of such payment to the Sloane's. Further, the Company's obligation to pay premiums shall not be subject to any right of setoff or counterclaim that the Company may have, for any reason, against Xx. Xxxxxx.
ACQUISITION AND PREMIUM PAYMENT. As soon as practicable after the date of this Agreement, the Company will acquire a life insurance policy (the "Policy") providing a death benefit of at least the Death Benefit described below upon the death of the survivor of the Executive or the Executive's wife, Xxxxxxx Xxxxxx (his "Wife"). The Company will select a reputable and financially sound insurance company or companies to issue the Policy (if the Company selects more than one insurance company to issue a life insurance contract pursuant to the requirements of this subsection (a), all such life insurance contracts are referred to collectively as the Policy herein). When the Policy is acquired, an attachment identifying the Policy will be attached to this Agreement. The Company will pay all premiums necessary to acquire the Policy and maintain it in force, and will if requested provide evidence of such payment to the Executive. Unless pursuant to subsection (b) next below the Executive's vested interest is reduced to zero, the Company shall be unconditionally obligated to pay premiums for the Policy when due in order to keep the Policy in force. Except as specifically provided in subsection (b)(i) below, the requirements of this Section 3 shall not be subject to, or conditioned upon, the Executive's performance under this Agreement. Further, the Company's obligation to pay premiums shall not be subject to any right of setoff or counterclaim that the Company may have, for any reason, against the Executive.
