Common use of D&O Liability Insurance Clause in Contracts

D&O Liability Insurance. The Company shall obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance (“D&O Liability Insurance”) with one or more reputable insurance companies to provide the directors and officers of the Company with standard coverage to ensure the Company’s performance of its indemnification obligations under this Agreement. 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 such director or officer under such policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company 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. Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with the foregoing. The Company shall promptly notify Indemnitee of any changes in such insurance coverage.

D&O Liability Insurance. The Company shall obtain and maintain in effect during (a) To the entire period for which extent the Company is obligated to indemnify Indemnitee under this Agreement, one or more obtains any insurance policies of providing liability insurance (“D&O Liability Insurance”) with one or more reputable insurance companies to provide the for directors and officers of the Company with standard coverage to ensure in their capacities as directors or in any other capacities where they are acting for or on behalf of the Company’s performance , in respect of its indemnification obligations under this Agreement. acts or omissions occurring while serving in any such capacity, Indemnitee shall be covered by such policy or insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available provided under such policies for any other director. (b) To the extent the Company has any such director or officer under such policy or policies. In all such liability insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a Company shall, promptly after receiving notice of a claim pursuant Proceeding as to the terms hereofwhich Indemnitee is a party or a participant (as a witness or otherwise), the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers under such policies in accordance with the procedures set forth in the respective policies. The Company policies and shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding 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 the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of all policies of D&O the Liability Insurance obtained and maintained policies as in accordance with the foregoingeffect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.

D&O Liability Insurance. (a) The Company shall obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one a policy or more policies of insurance (“D&O Liability Insurance”) with one or more reputable insurance companies to provide the providing liability insurance for directors and officers of the Company with standard coverage to ensure in their capacities as such (and for any capacity in which any director of the Company serves any other Enterprise at the request of the Company’s performance ), in respect of its indemnification obligations under this Agreement. 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 in Control. (b) Indemnitee shall be covered by such policy or the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available for any such other director or officer under such policy or policies. In all such insurance policiesThe Company shall, Indemnitee shall be named as an insured in such promptly after receiving notice of a manner Proceeding as to provide which Indemnitee with the same rights and benefits is a party or a participant (as are accorded a witness or otherwise), give notice of such Proceeding to the most favorably insured of insurers under the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding 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 the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of all policies of the D&O Liability Insurance obtained and maintained policies as in accordance with the foregoingeffect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.

D&O Liability Insurance. (a) The Company shall may obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one a policy or more policies of insurance (“"D&O Liability Insurance”") with one or more reputable providing liability insurance companies to provide the for directors and officers of the Company with standard coverage to ensure in their capacities as such (and for any capacity in which any director of the Company serves any other entity at the request of the Company’s performance ), in respect of its indemnification obligations under this Agreement. acts or omissions occurring while serving in such capacity. (b) Indemnitee shall be covered by such policy or the Company's D&O Liability Insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available for any such other director or officer under such policy or policies. In all such insurance policiesThe Company shall, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a promptly after receiving notice of a claim pursuant Proceeding as to the terms hereofwhich Indemnitee is a party or a participant (as a witness or otherwise), the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers under the Company's D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding 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 the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of all policies of the D&O Liability Insurance obtained and maintained policies as in accordance with the foregoingeffect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.

D&O Liability Insurance. (a) The Company shall obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one a policy or more policies of insurance (“D&O Liability Insurance”) with one or more reputable insurance companies to provide the providing liability insurance for directors and officers of the Company with standard coverage to ensure in their capacities as such (and for any capacity in which any director of the Company serves any other Enterprise at the request of the Company’s performance ), in respect of its indemnification obligations under this Agreement. 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; provided that such coverage and amounts are available on commercially reasonable terms. (b) Indemnitee shall be covered by such policy or the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available for any such other director or officer under such policy or policies. In all such insurance policiesThe Company shall, Indemnitee shall be named as an insured in such promptly after receiving notice of a manner Proceeding as to provide which Indemnitee with the same rights and benefits is a party or a participant (as are accorded a witness or otherwise), give notice of such Proceeding to the most favorably insured of insurers under the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding 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 the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of all policies of the D&O Liability Insurance obtained and maintained policies as in accordance with the foregoingeffect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage. (d) The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Insert name of applicable Sponsor] and/or certain of its affiliates (collectively, the “Sponsor Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Sponsor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses and Liabilities to the extent legally permitted and as required by the terms of this Agreement and the Company’s certificate of incorporation and bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Sponsor Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Sponsor Indemnitors from any and all claims against the Sponsor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Sponsor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Sponsor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Sponsor Indemnitors are express third party beneficiaries of the terms of this Section 7.01(d).]*

D&O Liability Insurance. (a) The Company Corporation shall obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one a policy or more policies of insurance (“D&O Liability Insurance”) with one or more reputable insurance companies to provide the providing liability insurance for directors and officers of the Company Corporation in their capacities as such (and for any capacity in which any director of the Corporation serves any other entity at the request of the Corporation), in respect of acts or omissions occurring while serving in such capacity, on terms with standard respect to coverage and amount (including with respect to ensure the Company’s performance payment of its indemnification obligations under this Agreementexpenses) 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 in Control, and except where not practical to obtain such coverage. Indemnitee Notwithstanding the foregoing, the Corporation may agree to implement changes to the scope (but not the amount) of coverage that do not, taken as a whole, materially reduce the scope of coverage for the directors. (b) The Director shall be covered by such policy or the D&O Liability Insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available for any such other director or officer under such policy or policies. In all such insurance policiesThe Corporation shall, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a promptly upon receiving notice of a claim pursuant Proceeding as to which the terms hereofDirector is a party or a participant (as a witness or otherwise), the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers under the Corporation’s D&O Liability Insurance policies in accordance with the procedures set forth in the respective such policies. The Company Corporation shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemniteethe Director, all amounts payable as a result of such proceeding 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 the Corporation under this Agreement. (c) Upon request by Indemniteethe Director, the Company Corporation shall provide to the Director copies of all policies of the D&O Liability Insurance obtained and maintained policies in accordance with the foregoingeffect from time to time. The Company Corporation shall promptly notify Indemnitee the Director of any material changes in such insurance coverage.

D&O Liability Insurance. (a) The Company shall may obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one a policy or more policies of insurance (“D&O Liability Insurance”) with one or more reputable providing liability insurance companies to provide the for directors and officers of the Company with standard coverage to ensure in their capacities as such (and for any capacity in which any director of the Company serves any other entity at the request of the Company’s performance ), in respect of its indemnification obligations under this Agreement. acts or omissions occurring while serving in such capacity. (b) Indemnitee shall be covered by such policy or the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available for any such other director or officer under such policy or policies. In all such insurance policiesThe Company shall, Indemnitee shall be named as an insured in such promptly after receiving notice of a manner Proceeding as to provide which Indemnitee with the same rights and benefits is a party or a participant (as are accorded a witness or otherwise), give notice of such Proceeding to the most favorably insured of insurers under the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding 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 the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of all policies of the D&O Liability Insurance obtained and maintained policies as in accordance with the foregoingeffect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.

D&O Liability Insurance. (a) The Company shall obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one a policy or more policies of insurance (“D&O Liability Insurance”) with one or more reputable insurance companies to provide the providing liability insurance for directors and officers of the Company with standard coverage to ensure in their capacities as such (and for any capacity in which any director of the Company serves any other Enterprise at the request of the Company’s performance ), in respect of its indemnification obligations under this Agreement. 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; provided that such coverage and amounts are available on commercially reasonable terms. (b) Indemnitee shall be covered by such policy or the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available for any such other director or officer under such policy or policies. In all such insurance policiesThe Company shall, Indemnitee shall be named as an insured in such promptly after receiving notice of a manner Proceeding as to provide which Indemnitee with the same rights and benefits is a party or a participant (as are accorded a witness or otherwise), give notice of such Proceeding to the most favorably insured of insurers under the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding 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 the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of all policies of the D&O Liability Insurance obtained and maintained policies as in accordance with the foregoingeffect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage. (d) The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Insert name of applicable Sponsor] and/or certain of its affiliates (collectively,the “Sponsor Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Sponsor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses and Liabilities to the extent legally permitted and as required by the terms of this Agreement and the Company’s certificate of incorporation and bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Sponsor Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Sponsor Indemnitors from any and all claims against the Sponsor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Sponsor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Sponsor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Sponsor Indemnitors are express third party beneficiaries of the terms of this Section 7.01(d).]*

D&O Liability Insurance. (a) The Company shall obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one a policy or more policies of insurance (“"D&O Liability Insurance”") with one or more reputable insurance companies to provide the providing liability insurance for directors and officers of the Company with standard coverage to ensure in their capacities as such (and for any capacity in which any director of the Company serves any other Enterprise at the request of the Company’s performance ), in respect of its indemnification obligations under this Agreement. 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 in Control. (b) Indemnitee shall be covered by such policy or the Company's D&O Liability Insurance policies as in effect from time to time in accordance with its or their the applicable terms to the maximum extent of the coverage available for any such other director or officer under such policy or policies. In all such insurance policiesThe Company shall, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a promptly after receiving notice of a claim pursuant Proceeding as to the terms hereofwhich Indemnitee is a party or a participant (as a witness or otherwise), the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers under the Company's D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding 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 the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of all policies of the D&O Liability Insurance obtained and maintained policies as in accordance with the foregoingeffect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.. ARTICLE 8