Directors and Officers Liability Insurance; Fiduciary Liability Insurance; Employment Practices Liability Insurance Sample Clauses

Directors and Officers Liability Insurance; Fiduciary Liability Insurance; Employment Practices Liability Insurance. SpinCo agrees that, from and after the Distribution Date to the sixth (6th) anniversary of the Consolidation Date, it will maintain in full force and effect the D&O Policies (or, through the purchase of extended discovery, the full benefits and coverage of such Policies) and shall not amend the terms of such Policies in a manner materially adverse to any director, officer or employee of Linn who was, prior to the Effective Time, or who will be, during the Pre-Consolidation Period, a director, officer or employee of Linn or any of its Affiliates. For the avoidance of doubt, Linn agrees that (i) on or prior to the Consolidation Date, Linn or its successor will obtain director and officer liability insurance Policies, and (ii) SpinCo shall have no obligation to provide coverage under the D&O Policies for Linn’s or its successor’s directors, officers or employees on or after the Consolidation Date. The provisions of this Section 9.6 are intended for the benefit of, and shall be enforceable by, each of the persons covered by the D&O Policies referenced in the preceding sentence.
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Directors and Officers Liability Insurance; Fiduciary Liability Insurance; Employment Practices Liability Insurance. LQ Parent agrees that, from and after the Distribution Date to the sixth (6th) anniversary of the Effective Time, it will maintain in full force and effect the Policies identified as Directors & Officers Liability Insurance, Excess Directors & Officers Liability Insurance, Fiduciary Liability Insurance and Employment Practices Liability Insurance on Schedule 9.6 (or, through the purchase of extended discovery, the full benefits and coverage of such Policies) and shall not amend the terms of such Policies in a manner materially adverse to any persons covered by such insurance (including, for the avoidance of doubt, any director, officer or employee of CPLG who was a director, officer or employee of LQ Parent or any of its Affiliates prior to the Effective Time). The provisions of this Section 9.6 are intended for the benefit of, and shall be enforceable by, each of the persons covered by those Policies referenced in the preceding sentence,
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Directors and Officers Liability Insurance; Fiduciary Liability Insurance; Employment Practices Liability Insurance. 40 Section 9.7 No Coverage for Post-Effective Occurrences 40 Section 9.8 Cooperation 40 Section 9.9 SpinCo as General Agent and Attorney-In-Fact 41 Section 9.10 Additional Premiums, Return Premiums and Pro Rata Cancellation Premium Credits 41 ARTICLE X MISCELLANEOUS Section 10.1 Complete Agreement; Construction 41 Section 10.2 Ancillary Agreements 41 Section 10.3 Counterparts 41 Section 10.4 Survival of Agreements 41 Section 10.5 Expenses 42 Section 10.6 Notices 42 Section 10.7 Waivers 43 Section 10.8 Amendments 43 Section 10.9 Assignment 43 Section 10.10 Successors and Assigns 43 Section 10.11 Certain Termination and Amendment Rights 43 Section 10.12 Payment Terms 43 Section 10.13 No Circumvention 44 Section 10.14 Subsidiaries 44 Section 10.15 Third Party Beneficiaries 44 Section 10.16 Title and Headings 44 Section 10.17 Exhibits and Schedules 44 Section 10.18 Governing Law 44 Section 10.19 Specific Performance 45 Section 10.20 Severability 45 Section 10.21 Force Majeure 45 Section 10.22 Interpretation 45 Section 10.23 No Duplication; No Double Recovery 45 Schedules Schedule 1.1(24) Continuing Arrangements Schedule 1.1(61)(i) Linn Liabilities Schedule 1.1(90)(iv) SpinCo Group Assets
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Directors and Officers Liability Insurance; Fiduciary Liability Insurance; Employment Practices Liability Insurance. HLT agrees that, from and after the Distribution Date to the sixth (6th) anniversary of the Effective Time, it will maintain in full force and effect the Company Policies identified as Directors & Officers Liability Insurance, Excess Directors & Officers Liability Insurance, Fiduciary Liability Insurance and Employment Practices Liability Insurance on Schedule 10.1 (or, through the purchase of extended discovery, the full benefits and coverage of such Company Policies) and shall not amend the terms of such Policies in a manner materially adverse to any persons covered by such insurance unless it is commercially impossible or unreasonable to maintain such Company Policies as they currently exist due to insurance market conditions. The provisions of this Section 10.6 are intended for the benefit of, and shall be enforceable by, each of the persons covered by those Company Policies referenced in the preceding sentence.
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Related to Directors and Officers Liability Insurance; Fiduciary Liability Insurance; Employment Practices Liability Insurance

  • Directors and Officers Liability Insurance 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

  • Workers’ Compensation and Employer’s Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.

  • Employer’s Liability Insurance The Contractor shall also maintain Employer's Liability Insurance Coverage with limits of at least:

  • ’ Compensation and Employer’s Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage.

  • Indemnification; Directors’ and Officers’ Liability Insurance (i) Executive shall retain all rights to indemnification under the Company's Certificate of Incorporation or By-Laws, and (ii) the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

  • D&O Liability Insurance To the extent that the Company maintains a policy or policies of insurance (“D&O Liability Insurance”) providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any other director or officer under such policy or policies.

  • Liability Insurance To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

  • OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance.

  • Automobile Liability Insurance Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence. Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.

  • Professional Liability Insurance (if Applicable) $1,000,000 per occurrence limits of liability or whatever limit is customarily carried by the Contractor, whichever is greater, for design, design-build or any type of professional services with a minimum of three (3) years reporting of claims following completion of the project.

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