D&O Tail Coverage Sample Clauses

D&O Tail Coverage. Target shall have obtained the directors’ and officers’ liability insurance tail coverage in accordance with Section 6.17.
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D&O Tail Coverage. Upon a Change of Control where a successor to all or substantially all of the assets of the Company does not agree to be bound by this Agreement, the Company shall either (i) use commercially best efforts to cause to be issued tail coverage extending its directors and officers liability insurance policy, such that it covers Indemnitee and is customary and reasonable under such circumstance, as determined by the Board in good faith, or (ii) if the Company has provided protection against liability to any director of the Company who is also an employee or nominee of MHR Fund Management LLC or its affiliates (each, an "MHR Director"), provide Indemnitee with no less than equivalent protection against liability than is provided by the Company to any MHR Director. Upon the Company's satisfaction of its obligations pursuant to this Section 19, Section 20 hereof shall cease to be of any force and effect.
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D&O Tail Coverage. For not less than six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect, or purchase an extended reporting period under, the current policies of directors’ and officers’ liability insurance maintained by MSA Holdings, or policies (which may be commercial policies or may be provided in whole or in part as self- insurance) providing coverage for the directors and officers of MSA Holdings immediately prior to the Effective Time, with at least the same coverage amounts and containing terms and conditions which are no less advantageous with respect to claims arising out of or relating to events which occurred before or on the Closing Date.
Sample 1
D&O Tail Coverage. Prior to or simultaneously with the Closing, the Company shall (as a Transaction Expense) purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’, managers’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides “side A, B and C directors and officers” insurance coverage for each of the individuals who were officers, directors, managers or similar functionaries of the Company or any of its Subsidiaries at or prior to the Closing on terms not materially less favorable, in the aggregate (including with respect to policy limit and scope), as the policy or policy(ies) maintained by the Company or any of the Company’s Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the “D&O Tail Policies”); provided, that the premium for the D&O Tail Policies shall be borne by the Sellers as a Transaction Expense; and, provided, further, that in no event shall the aggregate cost for the D&O Tail Policies exceed two-hundred percent (200%) of the Company’s and its Subsidiaries’ most recent annual premium allocation.
Sample 1

Related to D&O Tail Coverage

  • Tail Coverage If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, Grantee shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Grant Agreement, for a minimum of 24 months following the later of (i) Grantee’s completion and Agency’s acceptance of all Services required under this Grant Agreement, or, (ii) Agency or Grantee termination of this Grant Agreement, or, iii) The expiration of all warranty periods provided under this Grant Agreement.

  • All Coverages Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

  • Coverage If any of the aforementioned liability insurance is arranged on a "claims made" basis, "tail" coverage will be required at the completion of this contract for a duration of 24 months or the maximum time period the PURCHASER's insurer will provide such if less than 24 months. PURCHASER will be responsible for furnishing certification of "tail" coverage as described or continuous "claims made" liability coverage for 24 months following contract completion. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of this contract.

  • Continuing Coverage If a letter of assurance is obtained from any insurer under a Hazard Insurance policy or a Flood Insurance policy that the insurance coverage shall continue in full force and effect, the Servicer shall deposit such letter in the appropriate Servicer Mortgage Loan File.

  • Dental Coverage Each employee covered by this agreement shall be eligible to participate in the City's dental program.

  • Medical Coverage The Executive shall be entitled to such continuation of health care coverage as is required under, and in accordance with, applicable law or otherwise provided in accordance with the Company’s policies. The Executive shall be notified in writing of the Executive’s rights to continue such coverage after the termination of the Executive’s employment pursuant to this Section 3(d)(iv), provided that the Executive timely complies with the conditions to continue such coverage. The Executive understands and acknowledges that the Executive is responsible to make all payments required for any such continued health care coverage that the Executive may choose to receive.

  • Special Coverages Tenant shall carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of the Tenant Improvements, and such other insurance as Landlord may require, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuant to the Lease immediately upon completion thereof. Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord, and in form and with companies as are required to be carried by Tenant as set forth in the Lease.

  • Employee Coverage For employee dental coverage, the Employer contributes an amount equal to the lesser of ninety percent (90%) of the employee premium of the State Dental Plan, or the actual employee premium of the dental plan chosen by the employee. However, for calendar years beginning January 1, 2019, the minimum employee contribution shall be thirteen dollars and fifty cents ($13.50) per month.

  • Scope and Coverage 1. This Chapter applies to measures adopted or maintained by a Party affecting trade in services by service suppliers of the other Party. Such measures include measures affecting: (i) the purchase or use of, or payment for, a service; (ii) the access to and use of, in connection with the supply of a service, services which are required by the Parties to be offered to the public generally; or (iii) the presence, including commercial presence, of persons of a Party for the supply of a service in the territory of the other Party. 2. For purposes of this Chapter, measures adopted or maintained by a Party means measures adopted or maintained by: (i) central, regional or local governments and authorities; and (ii) non-governmental bodies in the exercise of powers delegated by central, regional or local governments or authorities. 3. This Chapter does not apply to: (a) government procurement; (b) air services (4) , including domestic and international air transportation services, whether scheduled or non-scheduled, and related services in support of air services, other than: (i) aircraft repair and maintenance services; (ii) the selling and marketing of air transport services; and (iii) computer reservation system (CRS) services; and (c) subsidies or grants provided by a Party, including government-supported loans, guarantees, and insurance. 4. This Chapter does not impose any obligation on a Party with respect to a natural person of the other Party seeking access to its employment market, or employed on a permanent basis in its territory, and does not confer any right on that natural person with respect to that access or employment. 5. This Chapter does not apply to services supplied in the exercise of governmental authority in a Party's territory. A service supplied in the exercise of governmental authority means any service which is supplied neither on a commercial basis, nor in competition with one or more service suppliers. 6. Nothing in this Chapter shall prevent a Party from applying measures to regulate the entry of natural persons of the other Party into, or their temporary stay in, its territory, including those measures necessary to protect the integrity of, and to ensure the orderly movement of natural persons across its borders, provided that such measures are not applied in such a manner as to nullify or impair the benefits accruing to the other Party under the terms of this Chapter.

  • Coverages This insurance applies to the Described Location, Coverages for which a Limit of Liability is shown and Perils Insured Against for which a Premium is stated. We cover:

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