Directors and Officers Liability Clause Samples

Directors and Officers Liability. The Company shall keep in effect during and after the Period of Employment, a policy of directors' and officers' liability insurance for officers and directors of the Company at such reasonable amount of coverage as is agreed to by Executive and the Board from time to time and which insurance policy shall be on a claims-made basis.

Directors and Officers Liability. Insurance coverage written on a claims-made basis requires Contractor to purchase an Extended Reporting Period Endorsement, effective for twenty-four (24) months after the expiration or cancellation of the policy.

Directors and Officers Liability. Each Member shall carry and maintain Directors’ and Officers’ Liability insurance covering its own respective persons who are serving as officers, directors, Representatives or Management Committee members of a Series. Each Member shall also be responsible for insuring its respective Membership Interest in a Series for securities claims against such Series.

Directors and Officers Liability. (a) PEGC I and PEGC I OP (the “D&O Indemnifying Parties“) agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing now existing in favor of a manager, director, officer, trustee, agent or fiduciary of any Contributed Company or any of its Subsidiaries and acting in its capacity as such (collectively, the “D&O Indemnified Parties“) as provided in under any charter, bylaws, limited liability company agreement, partnership agreement or other similar organizational documents or agreements of the Contributed Companies and their Subsidiaries (collectively, the “Contributed Company Organizational Documents”) and indemnification agreements of the Contributed Companies and/or their Subsidiaries shall survive the Closing and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Closing, PEGC I and PEGC I OP agree that the Contributed Company Organizational Documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of D&O Indemnified Party, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (b) PEGC I OP has obtained or shall obtain, prior to the Closing, a prepaid insurance and indemnification policy (i.e., tail coverage) with a term of six (6) years covering each D&O Indemnified Party that provides coverage, subject to such policy’s terms and conditions, for matters occurring prior to the Closing (the “D&O Tail Policy“) that is no less favorable than the Contributed Company’s or such Subsidiary’s existing policy (true and complete copies which have been previously provided to PEGC I OP) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, that (i) the premium for such D&O Tail Policy shall not exceed 300% of the last annual premium paid prior to the date of this Agreement unless the Contributors agree to bear the incremental cost in excess thereof, and (ii) PEGC I OP and the Contributors (through an increase to Contribution Transaction Expenses) shall each bear 50% of the cost of the D&O Tail Policy. (c) If any of PEGC I or the PEGC I OP or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving company, partnership or other entity of such consolid...

Directors and Officers Liability. The Executive shall benefit from cover under the Company’s policy on Directors’ and Officers’ Liability (including Outside Directors’ and Officers’ Liability) subject always to the policy and the rules of the policy from time to time in force.

Directors and Officers Liability. A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.

Directors and Officers Liability. ▇▇▇▇▇▇▇ from any Insured acting as a director, secretary or officer of a body corporate other than a company referred to in paragraph (c) of the definition of 'Insured'.

Directors and Officers Liability. (a) The Purchaser agrees that, for a period of six years from the Closing Date, the charter of the Company shall contain provisions no less favorable with respect to the limitation of liability of directors than those set forth in the charter of the Company on the date hereof, and such provisions shall not be amended, repealed or otherwise modified in any manner that would affect adversely the rights thereunder of individuals who, at the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by any applicable law, rule, regulation, order, writ, judgment, injunction, decree or determination. (b) Following the Closing, the Purchaser shall, and the Purchaser shall cause the Company to, to the fullest extent permitted under any applicable law, rule, regulation, order, writ, judgment, injunction, decree or determination, indemnify and hold harmless each present and former director, officer, employee, fiduciary and agent of the Company and each Subsidiary presently entitled to such indemnification prior to the Closing Date (collectively, the "Indemnified Parties") in respect of acts or omissions occurring on or before the Closing Date, provided such indemnification shall be subject to any limitation imposed from time to time under any applicable law, rule, regulation, order, writ, judgment, injunction, decree or determination. In the event of any Action for which indemnification is available pursuant to the previous sentence, (i) the Purchaser shall, and the Purchaser shall cause the Company to, pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Purchaser, promptly after statements therefor are received and (ii) the Purchaser shall, and the Purchaser shall cause the Company to, cooperate in the defense of any such matter; provided, however, that neither the Purchaser nor the Company shall be liable for any settlement effected without the Purchaser's written consent (which consent shall not be unreasonably withheld); and provided further that, in the event that any claim for indemnification is asserted or made within such six-year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. (c) The Purchaser agrees to maintain in effect for six years from the Closing Date, if available, the current directors' and officers' liability insurance polic...

Directors and Officers Liability. The Center shall maintain Directors and Officers Liability Insurance with limits of no less than $10,000,000.