Insurance Tail Policy Sample Clauses

Insurance Tail Policy. The Company shall have received confirmation from its insurance agent or carrier that the directors and officers “insurance tail” policy referred to in Section 6.11 has been obtained and paid for.
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Insurance Tail Policy. At or prior to the Closing, each Seller shall obtain a Tail Policy.
Sample 1
Insurance Tail Policy. If not acquired by the Company prior to the Effective Time, KIT shall obtain a prepaid “tail” policy (the “Tail Policy”) prior to the Effective Time, which policy provides the D&O Indemnified Parties with directors’ and officers’ liability insurance for a period ending no earlier than the sixth anniversary of the Effective Time; provided that such Tail Policy can be obtained on reasonable terms within ninety (90) days following the Closing and the cost thereof shall be included as a reduction of the Closing Working Capital. KIT shall cause any such Tail Policy to be maintained in full force and effect, for its full term, and shall honor all obligations thereunder and cause such obligations to be honored by the Surviving Corporation. In the event that any of the carriers issuing or reinsuring the Tail Policy shall become insolvent or otherwise financially distressed such that any of them is reasonably likely to be unable to satisfy its financial obligations under the Tail Policy at any time during the term of thereof, KIT agrees that it shall, from time to time, cause the Tail Policy to be replaced with another prepaid “tail” policy on terms and conditions providing substantially equivalent benefits and coverage levels as the Tail Policy, with a term extending for the remainder of such term; provided that such Tail Policy can be obtained on commercially reasonable terms (the “New Tail Policy”). In such event, references in this Agreement to the Tail Policy shall be deemed to include any New Tail Policy, as applicable. To the extent that any portion of the Escrow Fund remains unreleased, KIT shall be reimbursed for the cost of any New Tail Policy from the Escrow Fund.
Sample 1
Insurance Tail Policy. Seller will obtain a tail policy for products liability insurance for products sold or manufactured by Seller on or before Closing, such policy reasonably satisfactory to Seller and to last for a period of twenty four (24) months after the Closing.
Sample 1

Related to Insurance Tail Policy

  • Tail Policy Prior to the Effective Time, the Company shall purchase tail insurance coverage for the Acquired Companies’ directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time (the “Insurance Coverage”); provided that the full cost and all premiums associated with such Insurance Coverage are paid in a lump sum by the Company prior to or at the Closing and are included as a Transaction Fee.

  • Insurance Coverages The Company shall procure and maintain in full force and effect throughout the Term of this Agreement insurance coverages of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise equivalent in respect of the Company’s properties and operations:

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • REINSURANCE COVERAGE Reinsurance under this Agreement will apply to insurance issued by the Ceding Company on the Plans of Insurance shown in Schedule A. Such Plans of Insurance shall be reinsured with the Reinsurer on an automatic basis, subject to the requirements set forth in Section A below, or on a facultative basis, subject to the requirements set forth in Section B below, or on a facultative obligatory basis, subject to the requirements set forth in Section C below. The specifications for all reinsurance under this Agreement are provided in Schedule B.

  • Insurance Coverage The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

  • Insurance Companies Insurance required to be maintained by Tenant shall be written by companies licensed to do business in the state in which the Premises are located and having a "General Policyholders Rating" of at least A (or such higher rating as may be required by a lender having a lien on the Premises) as set forth in the most current issue of "Best's Insurance Guide."

  • Standard Hazard Insurance and Flood Insurance Policies (a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

  • Insurance Business All insurance policies issued by any Regulated Insurance Company are, to the extent required under applicable law, on forms approved by the insurance regulatory authorities of the jurisdictions where issued or have been filed with and not objected to by such authorities within the period for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, either individually or in the aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect.

  • R&W Policy Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expenses.

  • Hazard Insurance Deductible Except as a greater amount may be required by an applicable law, each Hazard Insurance deductible may not exceed FNMA or FHLMC's required deductible.

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