Common use of Maintenance of Liability Insurance Clause in Contracts

Maintenance of Liability Insurance. (a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as a director of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.

Maintenance of Liability Insurance. (a) The Corporation hereby covenants Company will use its reasonable efforts to acquire directors and agrees thatofficers liability insurance (including “insuring clause A”, commonly known as long “Side A Coverage”, or similar coverage pursuant to which the Indemnitee as an individual, and not the Company, is the insured party, with reasonable limits, retentions and other terms and conditions), on terms and conditions and in such amounts deemed appropriate by the Board, covering the Indemnitee continues to serve or any claim made against the Indemnitee for service as a director or officer of the Corporation Company and thereafter covering the Company for any indemnification or advance of expenses made by the Company to the Indemnitee for any claims made against the Indemnitee for service as long as Indemnitee may be subject to a director or officer of the Company. Without in any Proceedingway limiting any other obligation under this Agreement, the CorporationCompany shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, subject penalties, fines, settlements and reasonable expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to subsection in the previous sentence. (cb) If, at the time of this sectionthe receipt of a notice of a claim pursuant to Section 9 hereof, shall maintain in full force and effect the Company has directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policieseffect, Indemnitee the Company shall be named as an insured in give prompt notice of the commencement of such a manner as to provide the Indemnitee the same rights and benefits as are accorded proceeding to the most favorably insured 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 Indemnitee, all amounts payable as a result of such proceeding in accordance with the Corporation’s directors and officers. Further, in all policies terms of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicablesuch policies. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to To the extent that the Corporation determines Company maintains an insurance policy or policies providing liability insurance for directors or officers of the Company, the Indemnitee shall be covered by such policy or policies in good faith that such insurance is not reasonably accordance with its or their terms to the maximum extent of the coverage available, and upon any “Change in Control”, the premium costs Company shall obtain continuation and/or “tail” coverage for such insurance are disproportionate the Indemnitee to the maximum amount of coverage provided, the coverage provided by obtainable at such insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporationtime.

Maintenance of Liability Insurance. (a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as a director an officer of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurersinsurers reasonably acceptable to Indemnitee. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation and Business Law of the State of DelawareMissouri, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.

Maintenance of Liability Insurance. (a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as a director of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation and Business Law of the State of DelawareMissouri, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.

Maintenance of Liability Insurance. ​ (a) The Corporation hereby covenants Company will use its reasonable efforts to acquire directors and agrees thatofficers liability insurance (including “insuring clause A”, commonly known as long “Side A Coverage”, or similar coverage pursuant to which the Indemnitee as an individual, and not the Company, is the insured party, with reasonable limits, retentions and other terms and conditions), on terms and conditions and in such amounts deemed appropriate by the Board, covering the Indemnitee continues to serve or any claim made against the Indemnitee for service as a director or officer of the Corporation Company and thereafter covering the Company for any indemnification or advance of expenses made by the Company to the Indemnitee for any claims made against the Indemnitee for service as long as Indemnitee may be subject to a director or officer of the Company. Without in any Proceedingway limiting any other obligation under this Agreement, the CorporationCompany shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, subject penalties, fines, settlements and reasonable expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to subsection in the previous sentence. ​ (cb) If, at the time of this sectionthe receipt of a notice of a claim pursuant to Section 9 hereof, shall maintain in full force and effect the Company has directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policieseffect, Indemnitee the Company shall be named as an insured in give prompt notice of the commencement of such a manner as to provide the Indemnitee the same rights and benefits as are accorded proceeding to the most favorably insured 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 Indemnitee, all amounts payable as a result of such proceeding in accordance with the Corporation’s directors and officers. Further, in all policies terms of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicablesuch policies. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to To the extent that the Corporation determines Company maintains an insurance policy or policies providing liability insurance for directors or officers of the Company, the Indemnitee shall be covered by such policy or policies in good faith that such insurance is not reasonably accordance with its or their terms to the maximum extent of ​ the coverage available, and upon any “Change in Control”, the premium costs Company shall obtain continuation and/or “tail” coverage for such insurance are disproportionate the Indemnitee to the maximum amount of coverage provided, the coverage provided by obtainable at such insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.time. ​

Maintenance of Liability Insurance. (a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as a director and/or officer of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Corporation has D&O Insurance in effect, the Corporation 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 Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delawareorganizational documents, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation; provided, however, that Corporation covenants and agrees to provide D&O Insurance for the benefit of Indemnitee at levels no less favorable than that provided to any currently serving director or officer of the Corporation so long as such D&O Insurance coverage is in place.

Maintenance of Liability Insurance.  (a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as a director CFO of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers..  (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following::  (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims;;  (ii) No exclusion for Indemnitee’s negligence;;  (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction;;  (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; andand  (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation and Business Law of the State of DelawareMissouri, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable..  (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.. 

Maintenance of Liability Insurance. (a) The Corporation hereby covenants Company will use its reasonable efforts to acquire directors and agrees thatofficers liability insurance, as long as on terms and conditions and in such amounts deemed appropriate by the Board, covering the Indemnitee continues to serve or any claim made against the Indemnitee for service as a director or officer of the Corporation Company and thereafter covering the Company for any indemnification or advance of expenses made by the Company to the Indemnitee for any claims made against the Indemnitee for service as long as Indemnitee may be subject to a director or officer of the Company. Without in any Proceedingway limiting any other obligation under this Agreement, the CorporationCompany shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, subject penalties, fines, settlements and reasonable expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to subsection in the previous sentence. (cb) If, at the time of this sectionthe receipt of a notice of a claim pursuant to Section 9 hereof, shall maintain in full force and effect the Company has directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policieseffect, Indemnitee the Company shall be named as an insured in give prompt notice of the commencement of such a manner as to provide the Indemnitee the same rights and benefits as are accorded proceeding to the most favorably insured 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 Indemnitee, all amounts payable as a result of such proceeding in accordance with the Corporation’s directors and officers. Further, in all policies terms of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicablesuch policies. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to To the extent that the Corporation determines Company maintains an insurance policy or policies providing liability insurance for directors or officers of the Company, the Indemnitee shall be covered by such policy or policies in good faith that such insurance is not reasonably accordance with its or their terms to the maximum extent of the coverage available, and upon any “Change in Control”, the premium costs Company shall obtain continuation and/or “tail” coverage for such insurance are disproportionate the Indemnitee to the maximum amount of coverage provided, the coverage provided by obtainable at such insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporationtime.

Maintenance of Liability Insurance. (a) The Corporation hereby covenants Company will use its reasonable efforts to acquire directors and agrees thatofficers liability insurance (including “insuring clause A”, commonly known as long “Side A Coverage”, or similar coverage pursuant to which the Indemnitee as an individual, and not the Company, is the insured party, with reasonable limits, retentions and other terms and conditions), on terms and conditions and in such amounts deemed appropriate by the Board, covering the Indemnitee continues to serve or any claim made against the Indemnitee for service as a director or officer of the Corporation Company and thereafter covering the Company for any indemnification or advance of expenses made by the Company to the Indemnitee for any claims made against the Indemnitee for service as long as Indemnitee may be subject to a director or officer of the Company. Without in any Proceedingway limiting any other obligation under this Agreement, the CorporationCompany shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, subject penalties, fines, settlements and reasonable expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to subsection in the previous sentence. (cb) If, at the time of this sectionthe receipt of a notice of a claim, shall maintain in full force and effect the Company has directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policieseffect, Indemnitee the Company shall be named as an insured in give prompt notice of the commencement of such a manner as to provide the Indemnitee the same rights and benefits as are accorded proceeding to the most favorably insured 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 Indemnitee, all amounts payable as a result of such proceeding in accordance with the Corporation’s directors and officers. Further, in all policies terms of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicablesuch policies. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to To the extent that the Corporation determines Company maintains an insurance policy or policies providing liability insurance for directors or officers of the Company, the Indemnitee shall be covered by such policy or policies in good faith that such insurance is not reasonably accordance with its or their terms to the maximum extent of the coverage available, and upon any “Change in Control”, the premium costs Company shall obtain continuation and/or “tail” coverage for such insurance are disproportionate the Indemnitee to the maximum amount of coverage provided, the coverage provided by obtainable at such insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporationtime.

Maintenance of Liability Insurance. ​ (a) The Corporation hereby covenants Company will use its reasonable efforts to acquire directors and agrees thatofficers liability insurance (including “insuring clause A”, commonly known as long “Side A Coverage”, or similar coverage pursuant to which the Indemnitee as an individual, and not the Company, is the insured party, with reasonable limits, retentions and other terms and conditions), on terms and conditions and in such amounts deemed appropriate by the Board, covering the Indemnitee continues to serve or any claim made against the Indemnitee for service as a director or officer of the Corporation Company and thereafter covering the Company for any indemnification or advance of expenses made by the Company to the Indemnitee for any claims made against the Indemnitee for service as long as Indemnitee may be subject to a director or officer of the Company. Without in any Proceedingway limiting any other obligation under this Agreement, the CorporationCompany shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, subject penalties, fines, settlements and reasonable expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to subsection in the previous sentence. ​ (cb) If, at the time of this sectionthe receipt of a notice of a claim pursuant to Section 9 hereof, shall maintain in full force and effect the Company has directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policieseffect, Indemnitee the Company shall be named as an insured in give prompt notice of the commencement of such a manner as to provide the Indemnitee the same rights and benefits as are accorded proceeding to the most favorably insured 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 Indemnitee, all amounts payable as a result of such proceeding in accordance with the Corporation’s directors and officers. Further, in all policies terms of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicablesuch policies. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to To the extent that the Corporation determines Company maintains an insurance policy or policies providing liability insurance for directors or officers of the Company, the Indemnitee shall be covered by such policy or policies in good faith that such insurance is not reasonably accordance with its or their terms to the maximum extent of the coverage available, and upon any “Change in Control”, the premium costs Company shall obtain continuation and/or “tail” coverage for such insurance are disproportionate the Indemnitee to the maximum amount of coverage provided, the coverage provided by obtainable at such insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.time. ​

Maintenance of Liability Insurance. (a) The Corporation hereby covenants a. For the duration of Indemnitee’s service as a director and/or officer of the Corporation, and agrees that, as thereafter for so long as Indemnitee continues to serve as a director of the Corporation and thereafter as long as Indemnitee may shall be subject to any Proceedingpending or possible claim, the Corporation, subject Corporation shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to subsection (cthe cost thereof) to cause to be maintained in effect policies of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured providing coverage for directors and/or officers of the Corporation’s directors Corporation that is at least substantially comparable in scope and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited amount to the following: (i) Claims asserted that provided by the Corporation’s present current policies of directors’ and officers’ liability insurance. The minimum AM Best rating for the insurance carriers of such insurance carrier shall be not less than A- VI. The Corporation shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law effect of the State of Delaware, or requirement to use best efforts to obtain insurance and give directors and chance to review the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoingproposal, the Corporation shall have no obligation to obtain not discontinue or maintain D&O Insurance if and to significantly reduce the extent that the Corporation determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the scope or amount of coverage providedfrom one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). b. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the coverage provided by Corporation has directors’ and officers’ liability insurance in effect, the Corporation 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 Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. c. In the event of a Change in Control, the Corporation shall maintain in force any and all insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance policies then maintained by the Corporation in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of Indemnitee, for a subsidiary period of the Corporationsix years thereafter.

Maintenance of Liability Insurance. (a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as a director of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate Articles of Incorporation or BylawsCode of Regulations, the General Corporation Law of the State of DelawareOhio, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.

Maintenance of Liability Insurance. (a) The Corporation Subject to Section 4 hereof, the Company hereby covenants and agrees that, as that so long as Indemnitee continues shall continue to serve as a director or officer of the Corporation Company and thereafter as so long as Indemnitee may shall be subject to any possible Proceeding, the Corporation, subject to subsection (c) of this sectionCompany, shall obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) as will protect Indemnitee from claims which may arise out of or result from Indemnitee’s performance of his obligations as a director of the Company. Certificates of insurance acceptable to Indemnitee, copies of policies endorsements, and/or proof of payment of policy premiums, shall be supplied to Indemnitee upon request. These Certificates and policy endorsements shall contain a provision that coverages afforded under the policies will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to Indemnitee. In addition, such Certificates and policy endorsements shall contain a provision that Indemnitee will be immediately notified in reasonable amounts from established and reputable insurerswriting of any non-payment of policy premiums. Without limiting the foregoing, Company shall furnish to Indemnitee copies of any endorsements that are subsequently issues amending coverage or limits. (b) In all D&O Insurance policiesAt the time of the receipt of a notice of a claim pursuant to Section 8 hereof, Indemnitee the Company shall be named as an insured in give prompt notice of the commencement of such a manner as to provide the Indemnitee the same rights and benefits as are accorded Proceeding to the most favorably insured 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 Corporation’s directors and officers. FurtherIndemnitee, all amounts payable as a result of such Proceeding in all policies accordance with the terms of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicablesuch policies. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.

Maintenance of Liability Insurance. (a) The Corporation hereby covenants a. For the duration of Indemnitee’s service as a director and/or officer of the Corporation, and agrees that, as thereafter for so long as Indemnitee continues to serve as a director of the Corporation and thereafter as long as Indemnitee may shall be subject to any Proceedingpending or possible claim, the Corporation, subject Corporation shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to subsection (cthe cost thereof) to cause to be maintained in effect policies of this section, shall maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured providing coverage for directors and/or officers of the Corporation’s directors Corporation that is at least substantially comparable in scope and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited amount to the following: (i) Claims asserted that provided by the Corporation’s present current policies of directors’ and officers’ liability insurance. The minimum AM Best rating for the insurance carriers of such insurance carrier shall be not less than A- VI. The Corporation shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law effect of the State of Delaware, or requirement to use best efforts to obtain insurance and give directors and chance to review the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoingproposal, the Corporation shall have no obligation to obtain not discontinue or maintain D&O Insurance if and to significantly reduce the extent that the Corporation determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the scope or amount of coverage providedfrom one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). b. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the coverage provided by Corporation has directors’ and officers’ liability insurance in effect, the Corporation 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 Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. c. In the event of a Change of Control, the Corporation shall maintain in force any and all insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance policies then maintained by the Corporation in providing insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise) in respect of Indemnitee, for a subsidiary period of the Corporationsix (6) years thereafter.

Maintenance of Liability Insurance. (a) The Corporation hereby covenants and agrees that, as long as Indemnitee continues to serve as a director [{or} an officer] of the Corporation and thereafter as long as Indemnitee may be subject to any Proceeding, the Corporation, subject to subsection (c) of this section, shall maintain in full force and effect directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") in reasonable amounts from established and reputable insurers. (b) In all D&O Insurance policies, Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s 's directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s 's present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s 's negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s 's Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if and to the extent that the Corporation 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 so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation.

Maintenance of Liability Insurance. (a) a. The Corporation Company hereby covenants and agrees that, as long as each Indemnitee continues to serve as a director or officer of the Corporation Company and thereafter as long as the Indemnitee may be subject to any Proceedingpossible Covered Matter, the Corporation, Company subject to subsection (c) of this sectionbelow, shall maintain in full force and effect directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") in reasonable amounts from established and reputable insurersinsurers in amounts not less than, and with coverages comparable to, those in effect as of the date of this Agreement[, or such greater amount as is equal to at least 25% of the aggregate market competitive value of the Company]. (b) b. In all D&O Insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s Company's directors and officers. Further, in all policies of D&O Insurance, coverage for Indemnitee shall include but not be limited to the following: (i) Claims asserted by the Corporation’s present or past shareholders, directors, employees, lenders, customers, suppliers, competitors and regulators, as well as claims in connection with class actions, claims arising out of mergers and acquisitions and antitrust claims asserted by governmental or private parties; but the policy may exclude claims by one insured against another insured, except for employment claims; (ii) No exclusion for Indemnitee’s negligence; (iii) No exclusion for fraud or deliberate dishonesty, except if there has been a final adjudication of fraud or dishonesty by a court of competent jurisdiction; (iv) Punitive and exemplary damages as well as the multiplied portion of any damage award; and (v) Any and all Expenses, judgments, fines and penalties not indemnifiable pursuant to this Agreement, the Corporation’s Certificate of Incorporation or Bylaws, the General Corporation Law of the State of Delaware, or the laws, rules or regulations of any other jurisdiction or state or federal agency whose laws, rules or regulations may be applicable. (c) c. Notwithstanding the foregoing, the Corporation shall have no obligation Company will not be required to obtain or maintain D&O Insurance if and to the extent Board of Directors of the Company determines, after diligent inquiry, that the Corporation determines in good faith that (i) such insurance is not reasonably available, (ii) the premium costs for such insurance are disproportionate to the amount of coverage providedand the premiums paid by other corporations similarly situated, or (iii) the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary . The Board of Directors of the CorporationCompany will, from time to time, in good faith review any decision not to maintain D&O Insurance and will purchase such insurance at any time that the conditions of this Section 10(c) cease to apply. d. The parties will cooperate to obtain advances of Expenses, indemnification payments and consents from D&O Insurance carriers in any Covered Matter to the full extent of applicable D&O Insurance. The existence of D&O Insurance coverage will not diminish or limit the Company's obligation to make indemnification payments to the Indemnitee. Amounts paid directly to the Indemnitee with respect to a Covered Matter by the Company's D&O Insurance carriers will be credited to the amounts payable by the Company to the Indemnitee under this Agreement.