Failure to Maintain Adequate D&O Liability Insurance. Employer fails to obtain and/or maintain adequate amounts of coverage of directors’ and officers’ liability insurance as recommended or directed by the Audit Committee.
Failure to Maintain Adequate D&O Liability Insurance Sample Clauses
Related to Failure to Maintain Adequate D&O Liability Insurance
D&O Liability Insurance To the extent that the Company maintains a policy or policies of insurance (“D&O Liability Insurance”) providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any other director or officer under such policy or policies.
Maintenance of Liability Insurance (a) Subject to Section 4 hereof, the Company hereby agrees that so long as Indemnitee shall continue to serve as a director or officer of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 9(b), shall use reasonable commercial efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) which provides Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’ directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer. (b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company. (c) If, at the time of the receipt of a notice of a claim pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
Failure to Maintain Insurance Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City.
General Liability Insurance The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract.
Commercial Umbrella Liability Insurance The Contractor shall provide a Commercial Umbrella Liability Insurance to provide excess coverage above the Commercial General Liability, Commercial Business Automobile Liability and the Workers' Compensation and Employers' Liability to satisfy the minimum limits set forth herein. The umbrella coverage shall follow form with the Umbrella limits required as follows: $ 2,000,000 per Occurrence $2,000,000 per Occurrence $ 4,000,000 Aggregate $10,000,000 Aggregate Additional Requirements for Commercial Umbrella Liability Insurance are shown below at Paragraph 1.5.3.3.6.
The Commercial General Liability Insurance, Comprehensive Automobile Liability Insurance and Excess Public Liability Insurance policies, if written on a Claims First Made Basis, shall be maintained in full force and effect for two (2) years after termination of this LGIA, which coverage may be in the form of tail coverage or extended reporting period coverage if agreed by the Parties.
Aircraft Liability Insurance (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, and products liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days after
Liability Insurance To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.
Umbrella Liability Insurance Liability on a following form basis with a limit $1,000,000 per occurrence in excess of all primary limits.
General liability insurance endorsement The following are required: (i) ADDITIONAL INSURED endorsement naming the District, its Board of Trustees, and their officials, employees, volunteers, and agents as additional insureds. (ii) CANCELLATION endorsement which provides that the District is entitled to 30 days prior written notice of cancellation or nonrenewal of the policy, or reduction in coverage, by certified mail, return receipt requested. (iii) CONTRIBUTION NOT REQUIRED endorsement which provides that the insurance afforded by the general liability policy is primary to any insurance or self-insurance of the District, its Board of Trustees, or their officials, employees, volunteers, or agents as respects operations of the Named Insured. Any insurance maintained by the District, its Board of trustees, or their officials, employees, volunteers, or agents shall be in excess of Contractor's insurance and shall not contribute to it. (iv) SEVERABILITY OF INTEREST endorsement which provides that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. (v) ADDITIONAL INSURED COVERAGE NOT AFFECTED BY INSURED'S DUTIES AFTER ACCIDENT OR LOSS endorsement. The policy must be endorsed to provide that any failure to comply with the reporting provisions of the policy shall not affect coverage to the District, its Board of Trustees, or their officials, employees, volunteers, or agents.
