D&O Tail Insurance Clause Samples
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D&O Tail Insurance. In the event that the Company purchases a tail policy in respect of the termination of its present directors and officers liability insurance policy (the “D&O Tail Policy”) at its cost, Acquiror agrees to maintain, and shall cause Surviving Corporation to maintain, the D&O Tail Policy until it expires in accordance with its terms.
D&O Tail Insurance. The Company shall have delivered to Buyer evidence of the purchase of the Reporting Tail Endorsement.
D&O Tail Insurance. The Company has paid in full the D&O tail insurance covering its officers and directors and L▇▇▇▇▇ Laser shall not incur any financial obligation for such D&O coverage.
D&O Tail Insurance. Immediately prior to the Closing, the Company shall purchase “tail coverage” for the existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance and fiduciary insurance covering the directors and officers of the Company as of the date hereof (which may include naming such individuals under Purchaser’s existing policies) for a period of six (6) years after the Effective Time, in respect of acts or omissions occurring prior to the Effective Time (the “D&O Tail Insurance”).
D&O Tail Insurance. F&M shall have delivered to LBI evidence of the endorsement to its director and officer liability insurance policy or purchase of a director and officer liability insurance in accordance with Section 8.5, as applicable.
D&O Tail Insurance. Throughout the six-year period after Closing, Buyer will maintain (or cause to be maintained) in effect directors’ and officers’ liability insurance covering acts or omissions occurring before the Effective Time of such officers or directors (or similar executives) on terms reasonably requested by Seller (terms generally consistent with any such insurance in place on the date hereof being deemed among the terms that would be reasonably requested) and available, including by maintaining (or causing to be maintained) any so-called tail insurance or continuation insurance obtained by or on behalf of the Company in preparation for Closing (any post-Closing insurance contemplated in this sentence being “D&O Tail Insurance”). If the Company elects to obtain any D&O Tail Insurance at or prior to Closing (which the Company may do), then, in addition to other amounts payable by Buyer hereunder and prior to the Closing, ▇▇▇▇▇ shall reimburse the Company (or pay directly) the premium for each policy of D&O Tail Insurance. Buyer’s obligations under this Section 6.7 will not be terminated or modified in a manner that adversely affects any Person to whom this Section 6.7 relates with respect to
D&O Tail Insurance. The Company shall have obtained the D&O Tail Insurance, which shall be in full force and effect in accordance with the terms thereof as of the Closing Date;
D&O Tail Insurance. Notwithstanding anything to the contrary set forth in this Agreement, the Purchaser may, at its sole option and discretion, purchase a six (6) year "tail" prepaid policy on the Company's current directors' and officers' liability insurance ("D&O Insurance") in respect of acts or omissions occurring at or prior to the Effective Time. In the event that the Purchaser elects to purchase such a "tail" policy prior to the Effective Time and the Merger is consummated, the Purchaser and the Surviving Corporation shall maintain such "tail" D&O Insurance policy in full force and effect and continue to honor their respective obligations thereunder for so long as such "tail" D&O Insurance policy shall be maintained in full force and effect; provided that the cost of obtaining such "tail" D&O Insurance policy (such cost, the "D&O Extension Premium") shall be shared equally between the Purchaser and the Company; provided further, that one-half (1/2) of the cost of the D&O Extension Premium shall be deemed to be included in the Closing Expenses such that the Net Merger Consideration shall be reduced dollar-for-dollar by an amount equal to one-half (1/2) of the cost of such D&O Extension Premium.