D&O Policy. 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 of the Company 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 director and officer 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; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. 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.
D&O Policy. The Company shall:
(a) maintain a D&O Policy in respect of each Director and each director of a Company Subsidiary that provides a level of coverage consistent with that maintained by similarly sized companies that engage in activities similar to those undertaken by the Company and the Company Subsidiaries; and
(b) pay the premiums in respect of that D&O Policy in relation to the Director’s term in office and for six years after the expiry of the Director’s term (to the maximum extent permitted by Law).
D&O Policy. The Company shall use its best efforts to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company and its subsidiaries with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement, in each case, with coverage that is adequate for the Indemnitee in light of the value of the Company’s assets, the Indemnitee’s potential exposure to liability and any other relevant considerations. In all policies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer of the Company or of a subsidiary of the Company; or of the Company’s key employees, if the Indemnitee is not an officer or director but is a key employee of the Company or of a subsidiary of the Company. The provision of directors and officers’ liability insurance, or the failure to so provide directors and officers’ insurance, shall in no way limit or diminish the obligation of the Company to indemnify the Indemnitee as provided in this Agreement. It is expressly stated that this Agreement includes all Proceedings insured by liability insurance and the Company shall be responsible for any costs and/or Expenses related to the procurement of directors’ and officers’ insurance that insures the Indemnitee. Should the Company fail to obtain such insurance, it shall be obliged to reimburse the Indemnitee for any reasonable Expenses should the Indemnitee procure (or attempt to procure) its own directors’ and officers’ insurance.
D&O Policy. The Company shall maintain, at all times, a directors and officers liability insurance policy (the “D&O Policy”) and the Employee shall be covered, in his capacity as an officer and director of the Company under the D&O Policy, for all acts undertaken by Employee in good faith hereunder, subject to the coverage limitations and other terms and conditions of the D&O Policy including but not limited to any applicable exclusions. The cost of such coverage will be borne by the Company.
D&O Policy. (a) Prior to the Closing Date, the Group Entities and Members have obtained an insurance policy to be effective as of the Closing (the “D&O Policy”). The cost of such D&O Policy is a one-time premium (the “D&O Premium”), and to the extent that the D&O Premium was not fully paid prior to the Closing, it shall constitute a Transaction Expense payable in accordance with Section 2.10 (and, for the avoidance of doubt, to the extent not paid at Closing, subject to indemnification under Section 12.02(a)(iii)).
(b) For the period of coverage provided by the D&O Policy, Holdings shall cause to be maintained in effect provisions in the Organizational Documents of each Acquired Entity (or in the Organizational Documents of any successor to the business of any Acquired Entity) and each of their respective Subsidiaries regarding exculpation and indemnification (and advancement of expenses, if any) to the extent required in order to allow for coverage under the D&O Policy to the beneficiaries of such D&O Policy with all claims under any such Organizational Documents to be paid solely by the insurer under such D&O Policy in accordance with the D&O Policy; provided that such indemnification (and advancement of expenses, if any) shall be fully covered by the D&O Policy and paid by the D&O Policy insurer with no Liability (including any premium or deductible) to Holdings, any of its Subsidiaries, Parent or any of their respective Affiliates, other than claims (i) excluded from coverage under the D&O Policy and agreed to in writing between Parent and the Member Representative prior to Closing or (ii) with respect to Members, officers, managers, directors and employees of each Acquired Entity and each of their respective Subsidiaries (other than the Principals or their Affiliates (for purposes of this exception to clause (ii), “Affiliates” of the Principals shall exclude any Acquired Entity or Subsidiary of any Acquired Entity)).
D&O Policy. Directors and Officers' insurance coverage shall be obtained at both the parent and the subsidiary levels, effective on the date of Closing unless both Buyer and the Company agree as to a different date.
D&O Policy. The directors’ and officers’ liability insurance policies contemplated by Section 6.9 shall have been obtained and in full force and effect concurrent with the Closing.
D&O Policy. 6 DEI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 DOJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
D&O Policy. From the Closing Date until the sixth anniversary of the Closing Date, all rights to indemnification by the Company existing in favor of those individuals who were prior to, or who are as of, the Closing Date, directors or officers of the Company for their acts and omissions occurring prior to the Closing (“D&O Covered Persons”), as provided in Seller’s or the Company’s Organizational Documents shall survive the Closing and shall be observed by the Seller to the fullest extent available pursuant to the Seller’s or the Company’s Organizational Documents under applicable Law, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 6.7 until disposition of such claim. Seller shall maintain its directors’ and officers’ insurance policy or any replacement thereof for no less than six years following the Closing Date for the benefit of the D&O Covered Persons with respect to their acts and omissions occurring prior to the Closing (including, in the event of any acquisition of Seller, including any Seller Change in Control, by obtaining and maintaining a prepaid “tail” policy with substantially similar coverage for the benefit of the D&O Covered Persons from the date such acquisition is consummated until the sixth anniversary of the Closing Date). From the Closing Date until the sixth anniversary of the Closing Date, Seller shall, and shall cause its Subsidiaries and Representatives to, cooperate with Buyer and take such actions with respect to any such insurance policy or “tail” policy, including without limitation the making of claims, as reasonably requested by Buyer. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby and are intended to be for the benefit of, and will be enforceable by, each of the D&O Covered Persons and their successors, assigns and heirs.
D&O Policy. The Company shall (a) not later than 6 months after the Effective Date, obtain a D&O Policy, (b) procure and ensure that the D&O Policy is maintained for the duration of this Agreement, and (c) not cancel or terminate (or cause to be cancelled or terminated) the D&O Policy so obtained, without the prior written approval of all the Directors at the relevant time.
