E&O Tail Sample Clauses

E&O Tail. (a) The Seller shall purchase, at its own cost and expense, an extended reporting period endorsement to the Company’s and the Subsidiaries’ existing professional liability (errors and omissions) insurance policies listed in Section 3.22(c) of the Disclosure Schedule (each, an “E&O Tail” and collectively, the “E&O Tails”), provided that the Purchaser shall reimburse the Seller for the cost of the last two (2) years of each E&O Tail following the Closing. Each E&O Tail (i) will extend for a period of at least five (5) years following the Closing Date, the period during which a claim may be made under such policy for acts and omissions alleged to have occurred prior to the Closing, (ii) will have per claim and aggregate limits of at least the amount of such limits set forth on Section 3.22(c) of the Disclosure Schedule with respect to each such professional liability insurance policy, and (iii) will have per claim and aggregate deductibles of no more than the amount of such deductibles set forth on Section 3.22(c) of the Disclosure Schedule with respect to each such professional liability insurance policy. (b) In the event any errors and omissions insurance claim is asserted against the Purchaser, the Company, any Subsidiary or any of their Affiliates arising out of or relating to any action, inaction, event or condition that occurred or existed prior to the Closing, the Seller shall be responsible for any deductible payment required under the E&O Tails with respect to such claim.

E&O Tail. (a) ONB shall purchase, at its own cost and expense, an extended reporting period endorsement to Insurance Group’s existing professional liability (errors and omissions) insurance policies listed in Schedule 3.21 (each, an “E&O Tail” and collectively, the “E&O Tails”). Each E&O Tail (i) will extend for a period of at least three (3) years following the Closing Date, the period during which a claim may be made under such policy for acts and omissions alleged to have occurred prior to the Effective Time, (ii) will have per claim and aggregate limits of at least the amount of such limits set forth on Schedule 3.21 with respect to each such professional liability insurance policy, and (iii) will have per claim and aggregate deductibles of no more than the amount of such deductibles set forth on Schedule 3.21 with respect to each such professional liability insurance policy. (b) If any errors and omissions insurance claim is asserted against the Purchaser or Insurance Group arising out of or relating to any action, inaction, event or condition that occurred or existed prior to the Effective Time, ONB shall be responsible for any deductible payment required under the E&O Tails with respect to such claim. (c) If, after the third anniversary of the Closing Date and prior to the sixth anniversary of the Closing Date, ONB no longer carries D&O insurance that would provide coverage for the directors and officers of Insurance Group for acts and omissions occurring prior to Closing Date, then ONB will provide Purchaser with such reasonable assistance and information as is necessary to permit Insurance Group to acquire tail coverage (at the expense of the Insurance Group).