D&O Policies. On and after the Distribution Date, Nuance shall not, and shall cause the members of the Nuance Group not to, take any action that would limit the coverage of the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution Date under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by the members of the Nuance Group in respect of claims relating to a period prior to the Distribution Date. Nuance shall, and shall cause the members of the Nuance Group to, reasonably cooperate with the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Nuance shall, and shall cause members of the Nuance Group to, allow SpinCo and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine the relevant D&O Policies maintained by Nuance and members of the Nuance Group pursuant to this Section 8.06. Nuance shall provide, and shall cause other members of the Nuance Group to provide, such cooperation as is reasonably requested by SpinCo in order for SpinCo to have in effect on and after the Distribution Date such new D&O Policies as SpinCo deems appropriate with respect to claims reported on or after the Distribution Date. Except as provided in this Section 8.06, the Nuance Group may, at any time, without liability or obligation to the SpinCo Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that Nuance will notify SpinCo of any termination of any insurance policy.
D&O Policies. (a) Demand Media shall cause each Insurance Policy with respect to those Persons who are currently covered by the Demand Media Entities’ existing directors and officers Insurance Policies (the “Existing D&O Policies”) to be cancelled as of the Distribution Date and replaced with Directors’ and Officers’ liability insurance policies for the directors and officers of Demand Media only on substantially similar terms as the Existing D&O Policies (other than with respect to limits, retentions and deductibles, as applicable).
(b) Rightside shall cause directors and officers Insurance Policies to be put in place as of the Distribution Date for the benefit of directors and officers of the Rightside Entities (it being understood that Rightside shall be responsible for all premiums, costs and fees associated with such policies).
(c) For the six-year period commencing immediately after the Distribution Date, Demand Media shall maintain in effect prepaid run-off tail coverage (the “Run-Off Policy”) for claims that arise out of, or are primarily related to, the Rightside Assets, serving as a director or officer of the Rightside Entities, or the operation of the Rightside Business prior to the Distribution Date, with respect to those Persons who are currently covered by the Existing D&O Policies, on terms and at limits no less favorable than the coverage currently provided under such policies.
(d) All premiums and commissions due with respect to the Run-Off Policy shall be paid by Demand Media.
D&O Policies. (a) On and after the Distribution Date, DTE Energy shall not, and shall cause the members of the DTE Energy Group not to, take any action that would limit the coverage of the individuals who acted as directors, officers or employees of DT Midstream (or members of the DT Midstream Group) prior to the Distribution Date under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by the members of the DTE Energy Group in respect of claims relating to a period prior to the Distribution Date. DTE Energy shall, and shall cause the members of the DTE Energy Group to, reasonably cooperate with the individuals who acted as directors, officers or employees of DT Midstream (or members of the DT Midstream Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. DTE Energy shall, and shall cause members of the DTE Energy Group to, allow DT Midstream and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by DTE Energy and members of the DTE Energy Group pursuant to this Section 8.05. DTE Energy shall provide, and shall cause other members of the DTE Energy Group to provide, such cooperation as is reasonably requested by DT Midstream in order for DT Midstream to have in effect on and after the Distribution Date such new D&O Policies as DT Midstream deems appropriate with respect to claims relating to a period on or after the Distribution Date.
(b) Except as provided in this Section 8.05, the DTE Energy Group may, at any time, without liability or obligation to the DT Midstream Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any “occurrence-based” insurance policy or “claims-made-based” insurance policy (and such claims will be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications); provided, however, that DTE Energy will immediately notify DT Midstream of any termination of any insurance policy.
D&O Policies. At and after the Distribution, Parent shall not, and shall cause the members of the Parent Group not to, take any action that would limit the coverage of the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by the members of the Parent Group in respect of claims made against and known by Parent prior to the Distribution. Parent shall, and shall cause the members of the Parent Group to, reasonably cooperate with the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution in their pursuit of any such coverage claims under such D&O Policies which could inure to the benefit of such individuals. Parent shall allow SpinCo and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine the relevant D&O Policies maintained by Parent and members of the Parent Group. Parent shall provide, and shall cause other members of the Parent Group to provide, such cooperation as is reasonably requested by SpinCo in order for SpinCo to have in effect at and after the Distribution new D&O Policies with respect to claims reported at or after the Distribution including for claims relating to acts or omissions prior to the Distribution. Each of SpinCo and Parent shall, and shall cause each member of the SpinCo Group and the Parent Group, respectively, to have in effect at and after the Distribution such D&O Policies as are appropriate in their respective judgments to cover any claims reported at or after the Distribution for which they respectively have written indemnity obligations to directors, officers and employees, including for claims relating to acts or omissions prior to the Distribution.
D&O Policies. (a) LENSAR shall cause directors and officers Insurance Policies to be put in place as of the Distribution Date for the benefit of directors and officers of the LENSAR Entities (it being understood that LENSAR shall be responsible for all premiums, costs and fees associated with such policies).
(b) For the six-year period commencing immediately after the Distribution Date, PDL shall maintain in effect coverage for claims that arise out of, or are primarily related to, the LENSAR Assets, serving as a director or officer of the LENSAR Entities, or the operation of the LENSAR Business prior to the Distribution Date, with respect to those Persons who are currently covered by the PDL Entities’ existing directors and officers Insurance Policies, on terms and at limits no less favorable than the coverage currently provided under such policies.
(c) All premiums and commissions due with respect to the coverage under 9.3(b) shall be paid by PDL.
D&O Policies. The terms and conditions of the director and officer liability insurance policies of the Company in effect from and after the Effective Date shall be satisfactory to the Company and the Requisite Investors.
D&O Policies. On and after the Distribution Date, Exelon shall not, and shall cause the members of the Exelon Group not to, take any action that would limit the coverage of the individuals who acted as directors, officers or employees of Constellation (or members of the Constellation Group) prior to the Distribution Date under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by the members of the Exelon Group in respect of claims relating to a period prior to the Distribution Date. Exelon shall, and shall cause the members of the Exelon Group to, reasonably cooperate with the individuals who acted as directors, officers or employees of Constellation (or members of the Constellation Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Exelon shall, and shall cause members of the Exelon Group to, allow Constellation and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant D&O Policies maintained by Exelon and members of the Exelon Group pursuant to this Section 7.2. Exelon shall provide, and shall cause other members of the Exelon Group to provide, such cooperation as is reasonably requested by Constellation in order for Constellation to have in effect on and after the Distribution Date such new D&O Policies as Constellation deems appropriate with respect to claims relating to a period on or after the Distribution Date.
D&O Policies. (a) SeaSpine shall cause directors and officers Insurance Policies to be put in place as of the Distribution Date for the benefit of directors and officers of the SeaSpine Entities (it being understood that SeaSpine shall be responsible for all premiums, costs and fees associated with such policies).
(b) For the six-year period commencing immediately after the Distribution Date, Integra shall maintain in effect coverage for claims that arise out of, or are primarily related to, the SeaSpine Assets, serving as a director or officer of the SeaSpine Entities, or the operation of the SeaSpine Business prior to the Distribution Date, with respect to those Persons who are currently covered by the Integra Entities’ existing directors and officers Insurance Policies, on terms and at limits no less favorable than the coverage currently provided under such policies.
(c) All premiums and commissions due with respect to the coverage under 9.3(b) shall be paid by Integra.
D&O Policies. With respect to Management Liability and Company Reimbursement Insurance Policy No. ELU088383-05 issued by XL Specialty Insurance Company, Directors and Officers Liability Policy No. BM00020470D005A issued by XL Insurance (Bermuda), and any insurance policy which is specifically in excess of those policies (collectively, the “D&O Policies”), the ability of any of the Lazard Group Companies or the LFCM Companies to make any claim on any such policies will be determined by the terms of those policies except as otherwise limited by the terms of this Agreement.
D&O Policies. 15.1 The Buyer shall procure that:
(a) each member of the Group shall comply with its obligations under the directors’ and officers’ policies in the name of the Company as provided by: (i) AIG Europe Limited (policy number 33023450); and (ii) QBE Insurance (Europe) Limited (policy number 034581/01/2015) (the “D&O Policies”) and maintain it as a valid and enforceable policy in an unamended until it expires on 31 December 2016; and
(b) directors’ and officers’ liability insurance (“D&O Insurance”) is in place in favour of, and maintained as a valid and enforceable insurance policy by a reputable insurer on at least equivalent terms to the D&O Policies covering all directors of the Group as at the date of this Agreement (immediately prior to their resignation on Completion) (each a “Director”) in respect of claims first made against any Director between the date of expiry of the D&O Policies and the date which is 7 years thereafter, provided however that nothing herein will require the Buyer to incur any costs or expenditure in respect of the D&O Insurance in aggregate in excess of the D&O Insurance Amount set forth in the Locked Box Schedule.
15.2 Any director covered by the D&O Policies may enforce his rights under clause 15.1.
