Common use of D&O Policy Clause in Contracts

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 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 's performance of its indemnification obligations under this Agreement, in each case, with coverage that is adequate for the Indemnitee in light of the 8| 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 's directors, if the Indemnitee is a director; or of the Company’s '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 '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 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 directors’ and officers’ liability insurance, or the failure to so provide directors 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 use its best efforts 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 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. Among other considerations, the Indemnitee’s potential exposure to liability and any other relevant considerationsCompany 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, 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 Companyofficer; or of the Company’s key employees, if the Indemnitee is not an officer or director but is a key employee of employee. Upon request, the Company or will provide to Indemnitee copies 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’ liability insurance that insures applications, binders, policies, declarations, endorsements and other related materials. Notwithstanding the Indemnitee. Should foregoing, the Company fail 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; provided, that if the Company, at any time, will not maintain such insurance, it shall be obliged to reimburse the Company will promptly notify Indemnitee for any reasonable Expenses should the Indemnitee procure (or attempt to procure) its own directors’ and officers’ insurancethereof.