Common use of Indemnification and Insurance; Legal Expenses Clause in Contracts

Indemnification and Insurance; Legal Expenses. Live Nation shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation covenants to maintain during the Employee’s employment for the benefit of the Employee (in his capacity as an officer and/or director of Live Nation) directors’ and officers’ insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation by the directors’ and officers’ insurance maintained by Live Nation on the date hereof; provided, however, that the Board may elect to terminate directors’ and officers’ insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee Executive to the fullest extent permitted by lawthe laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Employee Executive reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee Executive was not entitled to the reimbursement of such fees and expenses), ) and the Employee he will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers ("Directors and Officers Insurance") against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment Employment Term for the benefit of the Employee Executive (in his capacity as an officer and/or and director of Live Nationthe Company) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee Executive no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation Executive by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereof; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the EmployeeExecutive, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in his capacity as an officer and/or and director of Live Nationthe Company) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-similarly situated employees of Live Nation the Company by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereof; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation The Corporation shall indemnify the Employee to the fullest extent permitted by lawthe laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), ) and the Employee he will be entitled to the protection of any insurance policies that Live Nation the Corporation may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Corporation or any of its subsidiaries, subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation the Corporation (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Corporation covenants to maintain during the Employee’s employment Employment Term for the benefit of the Employee (in his capacity as an officer and/or and director of Live Nationthe Corporation) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation Employee by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Corporation on the date hereof; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation During the Term and for so long thereafter as liability exists with regard to Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Employee Executive to the fullest extent permitted by law, applicable law (other than in effect at the time of the subject act connection with Executive’s gross negligence or omissionwillful misconduct), and shall advance to the Employee pay, or reimburse Executive for, reasonable attorneys’ fees and expenses as such fees and expenses are incurred incurred, which amounts shall be paid or reimbursed as soon as practicable after Executive incurs such fees and expenses and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the fees or expenses), but in no event later than the Short-Term Deferral Date (subject to an undertaking from the Employee Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee Executive was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, and the Employee will Executive shall be entitled to the protection of any insurance policies that Live Nation may the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him her in connection with any action, suit or proceeding to which he she may be made a party by reason of his her being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, Affiliates or his her serving or having served any other enterprise or benefit plan as a director, officer officer, fiduciary or employee at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation covenants , provided that Executive shall, in all cases, be entitled to maintain during the Employee’s employment for the benefit Directors and Officers Insurance coverage no less favorable than that (if any) then currently provided to any other present or former director or officer of the Employee (in his capacity as an officer and/or director of Live Nation) directors’ and officers’ insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation by the directors’ and officers’ insurance maintained by Live Nation on the date hereof; provided, however, that the Board may elect to terminate directors’ and officers’ insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expenseCompany.

Indemnification and Insurance; Legal Expenses. Live Nation shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him her in connection with any action, suit or proceeding to which he she may be made a party by reason of his her being or having been a director, officer or employee of Live Nation or any of its subsidiaries, or his her serving or having served any other enterprise as a director, officer or employee at the request of Live Nation (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation covenants to maintain during the Employee’s employment for the benefit of the Employee (in his her capacity as an officer and/or director of Live Nation) directors’ and officers’ insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation by the directors’ and officers’ insurance maintained by Live Nation on the date hereof; provided, however, that the Board may elect to terminate directors’ and officers’ insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s 's employment for the benefit of the Employee (in his capacity as an officer and/or and director of Live Nationthe Company) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-similarly situated employees of Live Nation the Company by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereof; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject subject, to the extent required by applicable law, to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in his capacity as an officer and/or director of Live Nationthe Company) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-similarly situated employees of Live Nation the Company by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereof; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expensecommercially available.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject subject, to the extent required by applicable law, to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his serving or having served any other enterprise or benefit or equity plan as a director, officer officer, employee or employee fiduciary at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee (in his capacity as an officer and/or director of Live Nation) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-similarly situated employees of Live Nation the Company by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereofhereof or, if greater, hereafter; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expensecommercially available. The foregoing shall not affect Employee’s right and with regard to indemnification and insurance coverage with regard to his prior service as a director of the Company and other entities in the Company.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in his capacity as an officer and/or and director of Live Nationthe Company) directors’ and officers’ insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation the Company by the directors’ and officers’ insurance maintained by Live Nation the Company on the date hereof; provided, however, that the Board may elect to terminate directors’ and officers’ insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation shall indemnify the Employee to the fullest extent extend permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation covenants to maintain during the Employee’s employment for the benefit of the Employee (in it his capacity as an officer and/or director of Live Nation) directors’ and officers’ insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated situation employees of Live Nation by the directors’ and officers’ insurance maintained by Live Nation on the date hereof; provided, however, that the he Board may elect to terminate directors’ and officers’ insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of Live Nation (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation covenants to maintain during the Employee’s 's employment for the benefit of the Employee (in his capacity as an officer and/or director of Live Nation) directors’ ' and officers’ ' insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation by the directors’ ' and officers’ ' insurance maintained by Live Nation on the date hereof; provided, however, that the Board may elect to terminate directors’ ' and officers’ ' insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him her in connection with any action, suit or proceeding to which he she may be made a party by reason of his her being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his her serving or having served any other enterprise as a director, officer or employee at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in his her capacity as an officer and/or and director of Live Nationthe Company) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-similarly situated employees of Live Nation the Company by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereof; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense. However, if it is determined that Employee is not eligible for coverage under any Company insurance policy, Employee will nevertheless be entitled to indemnification to the fullest extend permitted by law.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject subject, to the extent required by applicable law, to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his serving or having served any other enterprise or benefit or equity plan as a director, officer officer, employee or employee fiduciary at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment and for the six (6) years thereafter for the benefit of the Employee (in his capacity as an officer and/or director of Live Nation) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-similarly situated employees of Live Nation the Company by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereofhereof or, if greater, hereafter; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expensecommercially available. The foregoing shall not affect Employee’s right and with regard to indemnification and insurance coverage with regard to his prior service as a director of the Company and other entities in the Company Group.

Indemnification and Insurance; Legal Expenses. Live Nation The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject subject, to the extent required by applicable law, to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of Live Nation the Company or any of its subsidiaries, or his serving or having served any other enterprise or benefit or equity plan as a director, officer officer,employee or employee fiduciary at the request of Live Nation the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee (in his capacity as an officer and/or director of Live Nationthe Company) directors’ Directors and officers’ insurance Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-similarly situated employees of Live Nation the Company by the directors’ Directors and officers’ insurance Officers Insurance maintained by Live Nation the Company on the date hereofhereof or, if greater, hereafter; provided, however, that the Board may elect to terminate directors’ Directors and officers’ insurance Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expensecommercially available.

Indemnification and Insurance; Legal Expenses. Live Nation shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that Live Nation may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him her in connection with any action, suit or proceeding to which he she may be made a party by reason of his her being or having been a director, officer or employee of Live Nation or any of its subsidiaries, or his her serving or having served any other enterprise as a director, officer or employee at the request of Live Nation (other than any dispute, claim or controversy arising under or relating to this Agreement). Live Nation covenants to maintain during the Employee’s employment for the benefit of the Employee (in his her capacity as an officer and/or and director of Live Nation) directors’ and officers’ insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly-situated employees of Live Nation by the directors’ and officers’ insurance maintained by Live Nation on the date hereof; provided, however, that the Board may elect to terminate directors’ and officers’ insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.