Certain Insurance. Subject to the provisions of Section 2.10 ----------------- hereof, the Management Committee will have power to purchase and maintain insurance on behalf of the LLC and at the expense of the LLC, against any liability asserted against or incurred by any Person entitled under this Section 11.1 to be indemnified in any such capacity whether or not the LLC would have the power to indemnify such Person against such liability under the provisions of this Agreement. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Certain Insurance. Following consummation of the -------------------------------- CLOSING, ANTHEM may elect to purchase insurance to insure its indemnification risk arising under Section 10.01(i) and, in such event, PURCHASER shall, and shall cause each of the SUBSIDIARIES to, (i) afford to ANTHEM reasonable access, during regular business hours and upon reasonable notice, to its books and records and the cooperation of its employees, and (ii) allow ANTHEM to examine and make copies of documents in its possession or under its control, all as reasonably necessary in order to facilitate the purchase of such insurance by ANTHEM.
Certain Insurance. 31 9.04 Payments to Optionees and Dissenters ................31 9.05
Certain Insurance. For a period of six years after the Effective Time, the Buyer shall continue in effect the executive protection insurance presently maintained by the Companies for the benefit of their current and former directors or officers or provide other insurance no less favorable in coverage and amount than the insurance presently maintained by the Companies; provided, however, that the coverage and amount of the insurance maintained or otherwise provided by Buyer may be reduced to the extent necessary to cause the aggregate premiums for the same for such six year period not to exceed $60,000. In addition, the Buyer will not take any action to alter or impair any exculpatory or indemnification provisions now existing in the Certificate of Incorporation or Bylaws of the Holding Company or the Operating Company for the benefit of any individual who served as a director or officer of the Holding Company and/or the Operating Company at any time prior to the Effective Time.
Certain Insurance. The Company shall use its reasonable best efforts to maintain in effect at all times from the date of this Agreement until the Closing Date, directors' and officers' liability insurance comparable as to amount and other material terms of coverage with such insurance as in effect on the date of this Agreement.
Certain Insurance. Sellers will at or before the Closing, take all action necessary to cause, at their expense, Buyer and Buyer's Parent to be named as additional insured parties under an insurance policy providing $5 million insurance coverage on terms substantially the same as those in place pursuant to policy number 37313299 currently in effect as of the date hereof, such policy to have a term of five years from the Closing Date.
Certain Insurance. In addition to the insurance required to be maintained pursuant to Section 8.17, Borrowers shall at all times maintain in full force and effect directors and officers liability insurance, employment practice liability insurance and flood insurance in such coverage amounts and with such insurers as are reasonably acceptable to the Administrative Agent and deliver to the Administrative Agent and Lenders the certificates evidencing the existence of such coverage including such loss payable endorsements as are acceptable to the Administrative Agent.
Certain Insurance. In addition to the insurance ----------------- required to be maintained pursuant to subsections 6.1.2 and 8.1.17, within sixty (60) days of the Closing Date, Borrowers shall obtain and at all times thereafter maintain in full force and effect (i) directors and officers liability insurance, employment practice liability insurance and flood insurance in such coverage amounts and with such insurers as are reasonably acceptable to the Agent and deliver to Agent and Lenders the certificates evidencing the existence of such coverage including such loss payable endorsements as are acceptable to Agent, (ii) key man life and disability insurance on the lives of each of Xxxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxx in a minimum aggregate coverage amount of $10,000,000, which policies may be second-to-die policies if so approved by the Majority Lenders (the "Tranche A Keyman Insurance") and, subject to the Intercreditor Agreement, providing that the full amount of any proceeds thereof shall be payable to the Agent, who shall be loss payee and certificate holder in respect thereof, and (iii) a pollution legal liability select policy from AIG, or a comparable environmental liability insurance policy reasonably acceptable to Agent, with a term of five (5) or more years and limits of $5,000,000, naming Agent as a loss payee, assignee or additional insured, as appropriate, providing coverage for pre-existing and new environmental liabilities and conditions at the Real Property located at 00 Xxxxx 0 Xxxx, Xxxxxxxxx, Xxx Xxxxxx, xx shall have furnished to Agent and Lenders evidence of an environmental indemnification made by the owner(s) of such Real Property in favor of the applicable Borrower or Subsidiary which shall be acceptable to Agent.
Certain Insurance. There are no insurance policies issued, reinsured or assumed by the Company or any of the Company’s Subsidiaries that are currently in force under which the Company or any of the Company’s Subsidiaries may be required to allocate profit or pay dividends resulting from the experience under such insurance policies to the holders thereof, other than contingent commissions paid to licensed agents.
Certain Insurance. 88 -iii- SCHEDULES AND ANNEXES --------------------- Schedules ---------
