Common use of Maintenance of D&O Insurance Clause in Contracts

Maintenance of D&O Insurance. The Company currently maintains directors’ and officers’ liability insurance with a limit of coverage of $70,000,000 (the “D&O Policies”). a. So long as the Indemnitee shall continue to serve in any capacity described in Section 2 and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in any of said capacities, the Company will purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance providing, in all respects, coverage and amounts at least comparable to that provided pursuant to the D&O Policies. b. Notwithstanding Section 3(a), the Company shall not be required to maintain directors’ and officers’ liability insurance in effect if such insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors of the Company (the “Board”) as it may exist from time to time, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance. c. If the Company, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Company shall indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Policies. d. The Company shall pay all Expenses incurred by the Indemnitee in connection with any action, suit or proceeding to enforce the Indemnitee’s rights under the D&O Policies.

Maintenance of D&O Insurance. The Company currently maintains directors’ and officers’ liability insurance with a limit of coverage in excess of $70,000,000 (the “D&O Policies”). a. So long as the Indemnitee shall continue to serve in any capacity described in Section 2 and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in any of said capacities, the Company will purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance providing, in all respects, coverage and amounts at least comparable to that provided pursuant to the D&O Policies. b. Notwithstanding Section 3(a), the Company shall not be required to maintain directors’ and officers’ liability insurance in effect if such insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors of the Company (the “Board”) as it may exist from time to time, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance. c. If the Company, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Company shall indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Policies. d. The Company shall pay all Expenses incurred by the Indemnitee in connection with any action, suit or proceeding to enforce the Indemnitee’s rights under the D&O Policies.

Maintenance of D&O Insurance. The Company Corporation currently maintains directors’ ' and officers’ ' liability insurance with a limit of coverage of $70,000,000 40,000,000 for individual directors (the “"D&O Policies”"). a. (a) So long as the Indemnitee Director shall continue to serve in any capacity described in Section 2 and thereafter so long as the Indemnitee Director shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee Director served in any of said capacities, the Company Corporation will purchase and maintain in effect for the benefit of the Indemnitee Director one or more valid, binding and enforceable policies of directors’ ' and officers’ ' liability insurance providing, in all respects, (i) coverage and amounts at least comparable to that provided pursuant to the D&O PoliciesPolicies and (ii) the same rights and benefits accorded to the most favorably insured of the Corporation's and its subsidiaries' then current directors and officers. b. (b) Notwithstanding Section 3(a), the Company Corporation shall not be required to maintain directors’ ' and officers’ ' liability insurance in effect if such insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors of the Company (the “Board”) Corporation as it may exist from time to time, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance. c. (c) If the CompanyCorporation, acting under Section 3(b), does not purchase and maintain in effect directors’ ' and officers’ ' liability insurance, the Company Corporation shall indemnify and hold harmless the Indemnitee Director to the full extent of the coverage which would otherwise have been provided by the D&O Policies. d. The Company shall pay all Expenses incurred by the Indemnitee in connection with any action, suit or proceeding to enforce the Indemnitee’s rights under the D&O Policies.

Maintenance of D&O Insurance. The Company currently maintains directors’ and officers’ liability insurance with a limit of coverage of $70,000,000 (the “D&O Policies”). a. So long as the Indemnitee shall continue to serve in any capacity described in Section 2 and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in any of said capacities, the Company will purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance providing, in all respects, coverage and amounts at least comparable to that provided pursuant to the D&O Policies. b. Notwithstanding Section 3(a), the Company shall not be required to maintain directors’ and officers’ liability insurance in effect if such insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors of the Company (the “Board”) as it may exist from time to time, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance. c. If the Company, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Company shall indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Policies. d. The Company shall pay all Expenses incurred by the Indemnitee in connection with any action, suit or proceeding to enforce the Indemnitee’s rights under the D&O Policies.

Maintenance of D&O Insurance. The An affiliate of the Company currently maintains directors’ and officers’ liability insurance with a limit of coverage in excess of $70,000,000 (the “D&O Policies”). a. So long as the Indemnitee shall continue to serve in any capacity described in Section 2 and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that the Indemnitee served in any of said capacities, an affiliate of the Company will purchase and maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors’ and officers’ liability insurance providing, in all respects, coverage and amounts at least comparable to that provided pursuant to the D&O Policies. b. Notwithstanding Section 3(a), neither the Company nor any affiliate thereof shall not be required to maintain directors’ and officers’ liability insurance in effect if such insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors of the Company (the “Board”) as it may exist from time to timeor its affiliate, either (i) the premium cost for such insurance is substantially disproportionate to the amount of insurance or (ii) the coverage is so limited by exclusions that there is insufficient benefit provided by such insurance. c. If the CompanyCompany or its affiliate, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Company shall indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Policies. d. The Company shall pay all Expenses incurred by the Indemnitee in connection with any action, suit or proceeding to enforce the Indemnitee’s rights under the D&O Policies.