Common use of Affirmative Covenant of the Company Clause in Contracts

Affirmative Covenant of the Company. While the Indemnitee continues to serve as a director or officer of the Company or any of its subsidiaries, and thereafter while the Indemnitee is subject to any possible Proceeding, the Company will maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from reputable insurers. The Company has no obligation, however, to obtain or maintain D&O Insurance if it determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided, the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. The Company will notify promptly the Indemnitee upon termination of all D&O Insurance. If the Company has D&O Insurance at the time it receives a notice that a Proceeding has commenced, the Company will give prompt notice of such commencement to the insurers as required by the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Affirmative Covenant of the Company. While the Indemnitee continues to serve as a an officer and/or director or officer of the Company or any of its subsidiariesCompany, and thereafter while the Indemnitee is subject to any possible Proceeding, the Company will maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from reputable insurers. The Company has no obligation, however, to obtain or maintain D&O Insurance if it determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided, the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. The Company will notify promptly the Indemnitee upon termination of all D&O Insurance. If the Company has D&O Insurance at the time it receives a notice that a Proceeding has commenced, the Company will give prompt notice of such commencement to the insurers as required by the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Affirmative Covenant of the Company. While the Indemnitee continues to serve as a director or officer of the Company or any of its subsidiariesCompany, and thereafter while the Indemnitee is subject to any possible Proceeding, the Company will promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from reputable insurers. The Company has no obligation, however, to obtain or maintain D&O Insurance if it determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided, the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. The Company will notify promptly the Indemnitee upon termination of all D&O Insurance. If the Company has D&O Insurance at the time it receives a notice that a Proceeding has commencedcommenced the Company has D&O Insurance, the Company will give prompt notice of such commencement to the insurers as required by the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Affirmative Covenant of the Company. While the Indemnitee continues to serve as a director or officer of the Company or any of its subsidiariesCompany, and thereafter while the Indemnitee is subject to any possible Proceeding, the Company will maintain in full force and effect directors’ ' and officers’ ' liability insurance (“"D&O Insurance”INSURANCE") in reasonable amounts from reputable insurers. The Company has no obligation, however, to obtain or maintain D&O Insurance if it determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided, the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. The Company will notify promptly the Indemnitee upon termination of all D&O Insurance. If the Company has D&O Insurance at the time it receives a notice that a Proceeding has commenced, the Company will give prompt notice of such commencement to the insurers as required by the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Affirmative Covenant of the Company. While the Indemnitee continues to serve as a director or officer of the Company or any of its subsidiariesCompany, and thereafter while the Indemnitee is subject to any possible Proceeding, the Company will promptly obtain and maintain in full force and effect directors’ ' and officers’ ' liability insurance (“"D&O Insurance”INSURANCE") in reasonable amounts from reputable insurers. The Company has no obligation, however, to obtain or maintain D&O Insurance if it determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided, the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. The Company will notify promptly the Indemnitee upon termination of all D&O Insurance. If the Company has D&O Insurance at the time it receives a notice that a Proceeding has commencedcommenced the Company has D&O Insurance, the Company will give prompt notice of such commencement to the insurers as required by the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Affirmative Covenant of the Company. While the Indemnitee continues ----------------------------------- to serve as a director or officer of the Company or any of its subsidiariesCompany, and thereafter while the Indemnitee is subject to any possible Proceeding, the Company will promptly obtain and maintain in full force and effect directors’ ' and officers’ ' liability insurance (“"D&O Insurance”INSURANCE") in reasonable amounts from reputable insurers. The Company has no obligation, however, to obtain or maintain D&O Insurance if it determines in good faith that insurance is not reasonably available, the premium costs for insurance are disproportionate to the amount of coverage provided, the coverage provided by insurance is so limited by exclusions that it provides an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company. The Company will notify promptly the Indemnitee upon termination of all D&O Insurance. If the Company has D&O Insurance at the time it receives a notice that a Proceeding has commencedcommenced the Company has D&O Insurance, the Company will give prompt notice of such commencement to the insurers as required by the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.