Officers’ and Directors’ Insurance and Indemnification. YPNT shall maintain ---------------------------------------------------- officers and directors insurance in amounts deemed necessary by Company and the Directors of YPNT (in no event shall said insurance be less than $2.5 million dollars in face amount) such that YPNT will indemnify Company and its officers, agents and employees against any and all 3rd party claims made against Company as more fully identified in YPNT's Bylaws and Articles of Incorporation, attached hereto and made part of this agreement herein by reference.
Officers’ and Directors’ Insurance and Indemnification. Prior to the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for actual or alleged acts or omissions occurring at, during or prior to the Closing Date including with respect to the Transactions (including the Mergers) (the “D&O Tail Insurance”). Parent will cause the Surviving Entity to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Entity to cancel or adversely amend the D&O Tail Insurance during its term in a manner that is adverse to the D&O Indemnified Persons without the Seller Representative’s consent; provided the Seller Representative shall not unreasonably withhold, delay or condition its consent with respect to any such amendment that is not material. The provisions of this Section 5.9 shall be enforceable by each D&O Indemnified Person and the Surviving Entity shall, and Parent shall cause the Surviving Entity or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such Person that is successful to enforce the obligations of Parent or the Surviving Entity or its successors under this Section 5.9. The obligations of Parent and the Surviving Entity and its successors under this Section 5.9 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns, as applicable), which consent shall not be unreasonably withheld, delayed or conditioned with respect to any such amendment or modification that not material.
Officers’ and Directors’ Insurance and Indemnification. Prior to the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for actual or alleged acts or omissions occurring at, during or prior to the Closing Date including with respect to the Transactions (including the Mergers) (the “D&O Tail Insurance”). The Company and Parent shall each bear fifty percent (50%) of the cost of such insurance coverage and the Company’s share of such cost, to the extent not paid prior to the Closing, shall be included in the determination of the Company Transaction Expenses. Parent will cause the Surviving Company to use commercially reasonable efforts to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Company to cancel the D&O Tail Insurance during its term. In addition, for a period of six (6) years following the Closing Date, Parent and the Surviving Company agree to indemnify and hold harmless, reimburse, exculpate from liability, and advance expenses to all D&O Indemnified Persons to the same extent and on the same terms as such persons are entitled to indemnification, reimbursement, exculpation or expense advancement by the Company as of the Agreement Date, whether pursuant to applicable documents (including Charter Documents), individual indemnification agreements, by Law or otherwise, for acts or omissions or matters which occurred or arose at or prior to the Closing (regardless of whether any proceeding relating to any D&O Indemnified Person’s rights to indemnification, exculpation, or expense advancement with respect to any such matters, acts, or omissions is commenced before or after the Closing). Any claims for indemnification made under this Section 5.12 on or prior to the sixth (6th) anniversary of the Closing Date shall survive until the final resolution thereof. The provisions of this Section 5.12 shall be enforceable by each D&O Indemnified Person and the Surviving Company shall, and Parent shall cause the Surviving Company or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, ...
Officers’ and Directors’ Insurance and Indemnification. (a) On or prior to the initial take up under the Improved Offer, CanniMed, in consultation with Aurora, will utilize its best efforts to attain the lowest price to purchase a customary pre- paid, non-cancellable directors’ and officers’ “trailing” or “run-off’ insurance policy for up to $20 million coverage; provided that the premium for such policy shall not exceed $1,000,000.
Officers’ and Directors’ Insurance and Indemnification. From and after the Effective Date, Barrick agrees that for the period from the Expiry Time until six years after the Expiry Time, Barrick will cause Placer Dome or any successor to Placer Dome to maintain Placer Dome's current directors' and officers' insurance policy or a policy reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Placer Dome than those contained in the policy in effect on the date hereof ("Equivalent Insurance"), for all present and former directors and officers of Placer Dome and the Placer Dome Subsidiaries, covering claims made prior to or within six years after the Expiry Time. Alternatively, Placer Dome or Barrick may purchase as an extension to Placer Dome's current insurance policies, pre-paid non-cancellable run-off directors' and officers' liability insurance providing such coverage for such persons on terms comparable to those contained in Placer Dome's current insurance policies. Placer Dome reasonably estimates the purchase price of any such policy which may be purchased by Placer Dome prior to the Effective Time to be approximately $4.5 million. From and after the Effective Date, Barrick shall, and shall cause Placer Dome (or its successor) to, indemnify the current and former directors and officers of Placer Dome and the Placer Dome Subsidiaries to the fullest extent to which Barrick and Placer Dome are permitted to indemnify such officers and directors under their respective articles, by-laws, applicable Law and contracts of indemnity.
Officers’ and Directors’ Insurance and Indemnification. Prior to the Closing Date, the Company may obtain, at its sole expense, a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance maintained by the Company which shall be effective commencing on the Closing Date and ending six (6) years thereafter (the “D&O Term”) and which shall afford coverage for actual or alleged acts or omissions occurring on or prior to the Closing Date including with respect to the Contemplated Transactions (the “D&O Tail Insurance”). Parent will cause the Surviving Corporation to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will cause the Surviving Corporation to not cancel the D&O Tail Insurance during the D&O Term. In addition, during the D&O Term, Parent and the Surviving Corporation agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each D&O Indemnified Person as provided in the Organizational Documents of the Company or written agreement providing for indemnification of such individual and made available to Parent prior to the date of this Agreement, in each case as in effect on the date of this Agreement, or pursuant to any other contract, agreement or other arrangement in effect on the date hereof, shall be assumed by the Surviving Corporation, without further action, and shall remain in full force and effect in accordance with their terms other than in connection with any amendment, replacement or modification that would not materially and adversely affect the rights of the D&O Indemnified Persons thereunder or an amendment, replacement or modification which is required by applicable Law, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. The obligations of Parent and the Surviving Corporation and its successors under this Section 4.6 shall not be terminated, amended or otherwise modified in such a manner as to materially and adversely affect any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns, as applicable).
Officers’ and Directors’ Insurance and Indemnification. Rio Tinto agrees that for the period from the Effective Time until seven years after the Effective Time, Rio Tinto will cause Alcan or any successor to Alcan to maintain Alcan's current directors' and officers' insurance policies or policies reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Alcan than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Alcan and the Alcan Subsidiaries, covering claims made prior to or within seven years after the Effective Time. Alternatively, at the discretion of Rio Tinto, Rio Tinto may cause Alcan to purchase as an extension to Alcan's current insurance policies, pre-paid, non-cancellable run-off directors' and officers' liability insurance providing such coverage for such persons on terms no less advantageous to those contained in Alcan's current insurance policies. From and after the Effective Date, Rio Tinto shall cause Alcan to indemnify the current and former directors and officers of Alcan and the Alcan Subsidiaries to the fullest extent to which Alcan is permitted to indemnify such officers and directors under applicable Law.
Officers’ and Directors’ Insurance and Indemnification. (1) Nucor agrees to cause the Offeror to use reasonable efforts to secure, to the extent the Company itself has not previously secured, directors’ and officers’ insurance coverage for the Company’s current and former directors and officers on a six (6) year “trailing” (or “run-off”) basis. If a trailing policy is not available at a reasonable cost (a “reasonable cost” being not greater than the estimated cost of providing the coverage referred to in this and the next sentence), then Nucor agrees that for the entire period from the Effective Time until six (6) years after the Effective Time, to cause the Company or any successor to the Company to maintain the Company’s current directors’ and officers’ insurance policy or an equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Company than those contained in the policy in effect on the date hereof (“Equivalent Insurance”), for all current and former directors and officers of the Company, covering claims made prior to or within six (6) years after the Effective Time. Further, Nucor agrees that, after the expiration of that six (6) year period, if there is no cost in doing so, Nucor shall cause the Offeror to use reasonable commercial efforts to cause such directors and officers to be covered under the Offeror’s then existing directors’ and officers’ liability insurance policy.
Officers’ and Directors’ Insurance and Indemnification. (a) From and after the Effective Time, Yamana agrees that for the period from the Effective Time until six years after the Effective Time, Yamana will cause Meridian or any successor to Meridian to maintain Meridian's current directors' and officers' insurance policy or a policy reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Meridian than those contained in the policy in effect on the date hereof ("Equivalent Insurance"), for all present and former directors and officers of Meridian and the Meridian Subsidiaries. Alternatively, Meridian or Yamana may purchase as an extension to Meridian's current insurance policies, run-off insurance providing such coverage for such persons on terms comparable to those contained in Meridian's current insurance policies.
Officers’ and Directors’ Insurance and Indemnification. (a) The Sellers may, or may cause the Acquired Companies or the Subsidiaries to purchase, or at the Sellers’ option, the Acquired Companies shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, a tail directors’ and officers’ liability insurance policy providing coverage for the present and former directors and officers of the Acquired Companies and the Subsidiaries with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents) on terms comparable to those contained in the current insurance policy of the Acquired Companies and the Subsidiaries, provided that the premiums payable for such insurance do not exceed $60,000 for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed $60,000 the Purchaser shall or shall cause the Acquired Companies and the Subsidiaries, or, at the Sellers’ option, the Acquired Companies shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium of $60,000.
