D&O Tail Policy Clause Samples
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D&O Tail Policy. (a) The Company agrees and acknowledges that (i) prior to the Closing, the Company shall obtain for the benefit of the Company’s pre-Closing directors and officers a so-called “tail” policy (the “D&O Tail” XE " QUOTE 0X201C “D&O Tail QUOTE 0X201D ”" \t “Section 6.9(a)" ) for the six (6)-year period following the Closing Date covering acts or omissions occurring on or before the Closing with respect to those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policies (the “Company Indemnified Persons” XE " QUOTE 0X201C “Company Indemnified Persons QUOTE 0X201D ”" \t “Section 6.9(a)" ), on terms with respect to such coverage and amounts at least as favorable to such Persons as those of such policies in effect on the date hereof and (ii) the costs and expenses of the D&O Tail shall be a Transaction Expense.
(b) For six (6) years following the Closing, Buyer will, and will cause the Company and its Subsidiaries to, (i) maintain the D&O Tail in full force and effect and continue to honor the obligations thereunder and (ii) not amend the rights to exculpation, indemnification and advancement of expenses now existing in their respective certificate of incorporation or bylaws or similar organizational documents in a manner materially adverse to the Company Indemnified Persons; provided, that, notwithstanding the foregoing, Buyer shall be entitled to cause the Company or any of its Subsidiaries to amend their respective organizational documents to provide that a Company Indemnified Person shall not be entitled to advancement, indemnification or exculpation for any claim made pursuant to Article VIII or any Ancillary Agreement, except to the extent of amounts actually recovered by the Company under the D&O Tail in connection with any such claim (net of any collection costs, premium increases, retention amounts or self-insured amounts incurred in connection with such recovery).
(c) Notwithstanding anything herein to the contrary, no Company Indemnified Persons shall be entitled to make any claim for indemnification, advancement of expenses, exculpation or contribution from Buyer or any of its Affiliates or, after the Closing, the Company or any of its Subsidiaries under the applicable organizational documents or any indemnification agreement, arrangement or other understanding, arising out of a claim made pursuant to Article VIII or any Ancillary Agreement. Prior to the Closing, if requested by ▇▇▇▇▇, Seller shall caus...
D&O Tail Policy. Evidence reasonably satisfactory to Buyer that Company has obtained the D&O Tail Policy.
D&O Tail Policy. Prior to or at the Closing, the Company or the Stockholders’ Representative (on behalf of the Stockholders) will cause to be put in place, and shall fully prepay immediately prior to, and conditioned upon the occurrence of, the Effective Time, an extended reporting period endorsement under their existing directors’ and officers’ liability insurance coverage for their directors and officers, which will provide such directors and officers with coverage for six years following the Closing Date of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company or the Stockholders (the “D&O Tail Policy”). An amount equal to fifty percent (50%) of the premium for the D&O Policy shall be added to the Closing Date Cash Merger Consideration.
D&O Tail Policy. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such D&O Tail Policy in full force and effect and continue to honor their respective obligations thereunder. To the extent doing so would not conflict with the D&O Tail Policy, the Company Indemnified Parties shall seek recovery from the D&O Tail Policy (if and to the extent such recovery is available at such time) prior to seeking recourse from Parent or the Surviving Corporation.
D&O Tail Policy. The Company shall have purchased the D&O Tail Policy in accordance with Section 5.8(c) hereof.
D&O Tail Policy. The Tail Policy referred to in Section 5.12(b) shall be effective as of the Closing Date.
D&O Tail Policy. Each Purchaser acknowledges and agrees that, on or after the Closing Date, the Company shall purchase a “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (a) has a claims period of six (6) years from its effective date of coverage (the “Claims Period”), (b) provides a level of coverage comparable to the coverage under the Company’s existing directors’ and officers’ liability insurance policy and (c) remains in full force and effect for the duration of the Claims Period.
D&O Tail Policy. Buyer shall have received evidence that the D&O Tail Policy has been fully paid and is in effect.
D&O Tail Policy. The Company shall provide to each person who served as a Series E Director (as defined in the Subscription Agreement), any tail policy that is made available to past directors of the Company.
D&O Tail Policy. Prior to the Effective Time, Target shall purchase a “tail” officers’ and directors’ liability insurance policy covering Target and Target Indemnified Persons, which by its terms shall survive the Merger for six years following the Effective Time on limits, terms, and conditions no less favorable than the Target’s existing officers’ and directors’ liability insurance program (“D&O Tail Policy”), with the following additional conditions: (1) the D&O Tail Policy shall consist of the same coverages currently contained in Target’s Twin City Fire Insurance Company D&O program (including without limitation D&O and entity coverage and employment practices liability coverage) (the “Current Policy”); (2) the D&O Tail Policy shall be endorsed in a manner that expressly provides Acquiror and the Surviving Corporation with direct rights to access the D&O Tail Policy for Side B and Side C coverage (but it is the full intent of this Agreement that all insurance policy rights of Target that are transferable shall be transferred regardless of such endorsement); and (3) separate retentions shall not exceed $25,000.