Common use of AGREEMENT AS TO INSURANCE Clause in Contracts

AGREEMENT AS TO INSURANCE. 4.1 The Company shall purchase and maintain for the benefit of the Director, for so long as a Claim may be lawfully brought against the Director as a director of the Company or any Associated Company, (which, for the avoidance of doubt, shall include any period after the Director shall have ceased to be a director of the Company or any Associated Company) directors’ and officers’ liability insurance on terms, conditions, and limits that are at least comparable to those of directors’ and officers’ liability insurance purchased and maintained by companies similar to the Company, provided that the Company shall not be so obliged if either: (i) such insurance is no longer available in the UK market nor any equivalent alternative market for the provision of such insurance (including, to the extent permitted by law from time to time, any self insurance arrangement involving Associated Companies); or (ii) such insurance is only available on such terms or conditions or for such premium that the Company is able to establish, to the reasonable satisfaction of not less than two thirds of the then current directors of the Company, that it would be unreasonable to proceed with the purchase of such insurance. 4.2 Not withstanding any other provision of this Deed, the Director and the Company each undertake and agree to comply with the requirements of any directors’ and officers’ liability insurance in force from time to time including, without limitation, any requirements in relation to the conduct of claims, and not to take any action that would reduce or extinguish the liability of the insurer thereunder. 4.3 In the event of any breach of clause 4.1 or 4.2, the Director acknowledges that the Company’s liability to the Director shall be limited to the extent permissible in accordance with the law, from time to time, and in particular with section 232 of the Act. 4.4 In the event that the Director shall have a right to make a claim under the provisions of clause 2.1 and clause 4.1 and/or clause 4.2, the Director shall claim first under the provisions of clause 2.1 and accordingly comply with the Director’s obligations under clauses 2.7 to 2.10. Provided to the extent that the Director is not adequately protected under the provisions of clause 2.1, then, subject to the Director complying with the obligations under clauses 2.6 to 2.9, the Director shall be entitled subsequently to bring a claim under either or both of clause 4.1 or clause 4.2.

AGREEMENT AS TO INSURANCE. 4.1 The Company shall purchase and maintain for the benefit of the Director, for so long as a Claim claim may be lawfully brought against the Director as a director of the Company or any Associated Company, (which, for the avoidance of doubt, shall include any period after the Director shall have ceased to be a director of the Company or any Associated Company) directors’ and officers’ liability insurance on terms, conditions, and limits that are at least comparable to those of directors’ and officers’ liability insurance purchased and maintained by companies similar to the Company, provided that the Company shall not be so obliged if either: (i) such insurance is no longer available in the UK market nor any equivalent alternative market for the provision of such insurance (including, to the extent permitted by law from time to time, any self insurance arrangement involving Associated Companies); or (ii) such insurance is only available on such terms or conditions or for such premium that the Company is able to establish, to the reasonable satisfaction of not less than two thirds of the then current Company directors of the Company, that it would be unreasonable to proceed with the purchase of such insurance. 4.2 Not withstanding any other provision of this Deed, the Director and the Company each undertake and agree to comply with the requirements of any directors’ and officers’ liability insurance in force from time to time including, without limitation, any requirements in relation to the conduct of claims, and not to take any action that would reduce or extinguish the liability of the insurer thereunder. 4.3 In the event of any breach of clause 4.1 or 4.2, the Director acknowledges that the Company’s liability to the Director shall be limited to the extent permissible in accordance with the law, from time to time, and in particular with section 232 of the Act. 4.4 In the event that the Director shall have a right to make a claim under the provisions of clause 2.1 and clause 4.1 and/or clause 4.2, the Director shall claim first under the provisions of clause 2.1 and accordingly comply with the Director’s obligations under clauses 2.7 to 2.10. Provided to the extent that the Director is not adequately protected under the provisions of clause 2.1, then, subject to the Director complying with the obligations under clauses 2.6 2.7 to 2.92.10, the Director shall be entitled subsequently to bring a claim under either or both of clause 4.1 or clause 4.2.