Directors and Officers Insurance Policy. The Indemnitor will advise the Officer promptly of: (a) any material change in or withdrawal of or lapse in coverage of any insurance policy covering any of the Eligible Entity’s directors and officers; (b) details of any claim made under such a policy; and (c) the triggering of any extended reporting period applicable to any such policy.
Directors and Officers Insurance Policy. The Company shall cause the REI Directors and the Management Directors to be covered by directors and officers liability insurance to the same extent and in the same amount as any Independent Director.
Directors and Officers Insurance Policy. The Company represents that it has in place a $5,000,000 Directors & Officers insurance policy, and that the Executive will be added to that policy as a named insured.
Directors and Officers Insurance Policy. Within ninety (90) days of the Closing, the Company shall obtain and maintain a valid policy of Directors' and Officers' insurance covering each member of the Board with a financially sound and reputable insurer in
Directors and Officers Insurance Policy. (a) Parent shall cause the Company, as of the Closing, to obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case with a claims reporting or discovery period of at least six (6) years from and after the Closing from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the Closing with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing (including in connection with the Transactions). As of the Closing, the Company shall, and Parent shall cause the Company to, continue to maintain in effect for a period of at least six (6) years from and after the Closing the D&O Insurance in place as of the Closing with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the Closing, or if the Company obtains the “tail” insurance policies, the Company shall, and Parent shall cause the Company to purchase comparable D&O Insurance for such six (6)-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the Closing. Notwithstanding the foregoing, in no event shall Parent be required to pay a premium in excess of three hundred percent (300%) of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent shall cause the Company to obtain a policy with the greatest coverage available for a cost not exceeding such amount.
(b) During the six (6)-year period from and after the Closing, all rights to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Closing and rights to advancement of expenses relating thereto now existing in favor of any indemnitee as provided in the Organizational Documents of the Company or any indemnification agreement between such indemnitee and the Company (eac...
Directors and Officers Insurance Policy. The Parent shall cause the KSHC Director to be covered by directors and officers liability insurance to the same extent and in the same amount as any Outside Director.
Directors and Officers Insurance Policy. 29.1 The Employer will take out and maintain a policy of insurance with a reputable insurance company, for the term of this Agreement and for a period of 7 years after its termination, in respect of liability incurred by the Employee in his capacity as a director and officer of the Employer, to the extent permitted by law, and provided insurance is available on reasonable commercial terms.
29.2 The policy described in clause 29.1 will be in the same terms and conditions taken out and maintained for the other directors and officers of the Employer.
29.3 The Executive will upon signing the Indemnification Agreement (which is on the same terms and conditions that have been offered to other directors and officers of the Employer), be indemnified in relation to his role and appointment with the Employer only and to the extent permitted by law.
Directors and Officers Insurance Policy. (a) Prior to the Closing, Parent and/or one or more of the Acquired Companies may obtain a six year prepaid “tail policy” on reasonable terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance maintained by the Parent and/or the Acquired Companies on the date of this Agreement with respect to claims arising in whole or in part from factors or events that actually or allegedly occurred on or before the Closing Date. The Parties agree that the costs of such “tail policy” shall be treated as a Transaction Expense of Sellers.
(b) For a period of six years after the Closing, the Organizational Documents of the Parent and the Acquired Companies shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of the current or former directors or officers of the Parent and the Acquired Companies for periods prior to and including the Closing than are currently set forth in the Organizational Documents of the Parent and the Acquired Companies.
Directors and Officers Insurance Policy. The Board of Directors shall cause Olas after the Effective Date to obtain and maintain claims made Directors and Officer's Insurance Policy with coverage limits not less than $5,000,000 which shall cover all actions of the Isaac Kier in his capacity as a director and officer prior to the Effxxxxxx Xxxe. The Shareholder shall vote and cause his nominees to vote FOR any vote taken to obtain such insurance.
Directors and Officers Insurance Policy. The Company represents that if it has in place a Directors & Officers insurance policy, and that the Executive will be added to that policy as a named insured. If no policy is in place, the Company will indemnify the Executive the the fullest extent possible.
