D&O Liability Insurance Sample Clauses

D&O Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies 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, on terms with respect to coverage and amount (including with respect to the payment of Expenses) no less favorable than those of such policy in effect on the date hereof.

D&O Liability Insurance. The Company shall provide Executive with directors’ and officers’ liability insurance coverage in an amount that the Company, reasonably and in good faith, determines to be appropriate and affordable. After the expiration of Executive’s employment and/or the termination of this Agreement, the Company shall provide Executive with directors’ and officers’ liability insurance coverage in an amount and for a period of time that the Company, reasonably and in good faith, determines to be appropriate and affordable.

D&O Liability Insurance. The Company shall from time to time make a 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 of the Company or its subsidiaries or affiliates, with coverage for losses incurred in connection with their services to the Company or its subsidiaries or affiliates 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. To the extent the Company maintains an insurance policy or policies providing directors’ and/or officers’ liability insurance, the 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 of the Company’s directors and/or officers. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any bylaws, insurance policy, contract, agreement or otherwise.

D&O Liability Insurance. The Company currently maintains a directors’ and officers’ liability insurance policy and intends to continue to maintain such policies or replacements thereof as long as, in its sole discretion, such coverages are economically feasible. To the extent the Company maintains a directors’ and officers’ liability insurance policy or policies, and as long as Indemnitee remains an officer or director of the Company, 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 director or officer of the Company. Further, after Indemnitee no longer serves as an officer or director of the Company for any reason, the Company will use its commercially reasonable efforts to continue to cover Indemnitee as a named insured under the Company’s insurance policy or policies providing directors’ and officers’ liability insurance for a period of time that shall commence on the date of termination and end on the date that is the sooner of (i) six years after the date of termination, or (ii) the date on which the Company ceases to maintain an insurance policy providing directors’ and officers’ liability insurance.

D&O Liability Insurance. During the Term of Employment, the Company shall maintain customary directors' and officers' liability insurance.

D&O Liability Insurance. The Company will use commercially reasonable efforts to maintain directors’ and officers’ liability insurance in a coverage amount not less than that in effect as of the first date of your employment hereunder. The coverage under any such policy shall be subject to the terms and conditions thereof.

D&O Liability Insurance. (a) WIND shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies with A.M. Best rating of “A” or better (the “D&O Insurers”) providing for an appropriate level of coverage, both for Liabilities and Expenses that WIND has the power to indemnify against and, to the extent available on commercially reasonable terms as determined by the Board, Liabilities and Expenses that WIND does not have the power to indemnify against, under the circumstances existing at the time (as determined from time to time by the Board) for each Corporate Status for which Indemnitee serves (and directors, officers, trustees, general partners, managing members, fiduciaries, board of directors’ committee members, employees or agents of any other Enterprise which such person serves at the request of WIND) in respect of acts or omissions occurring while serving in such capacity. (b) Upon request by Indemnitee, WIND shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.01(a) of this Agreement. WIND shall promptly notify Indemnitee of any changes in such insurance coverage. (c) Indemnitee shall be covered by the D&O Insurance Policy in accordance with its terms to the maximum extent of the coverage available for any similarly situated director of WIND (or any such similarly situated director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise which such person is or was serving at the request of WIND) under such policy. If WIND receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), WIND shall give prompt notice of such Proceeding to the D&O Insureres in accordance with the procedures set forth in the respective D&O Insurance Policies. WIND shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of WIND under this Agreement. WIND shall provide the insurance coverage called for hereby to Indemnitee for a period of at least six (6) years after Indemnitee is no longer serving in any Corporate Status. (d) [WIND hereby acknowledges that Indemnitee ...

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 the D&O Liability Insurance, 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. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Memorandum and Articles now or hereafter in effect if and to the extent that Indemnitee has actually received such payment under valid and enforceable D&O Liability Insurance.

D&O Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies 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, on terms with respect to coverage and amount (including with respect to the payment of Expenses) no less favorable than those of such policy in effect on the date hereof, except for any changes approved by the Board prior to a Change of Control; provided that such coverage and amounts are available on commercially reasonable terms.