Common use of Officer and Director Liability Insurance Clause in Contracts

Officer and Director Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee (whether or not then serving in any capacity in which Indemnitee shall be entitled to indemnity under this Agreement) shall be named as an insured in such a manner as to provide Indemnitee with at least the same rights and benefits as are accorded to the most favorably insured of the Company’s then current or former directors, officers or employees (considering the capacity of Indemnitee during the respective policy period in comparison to current or former directors, officers or employees, as applicable, during the same period). Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit (considering the cost), or if Indemnitee is already covered by similar insurance relating to Indemnitee’s service on behalf of the Company.