Common use of Officers' and Directors' Insurance; Indemnification Clause in Contracts

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade shall maintain officers’ and directors’ liability insurance covering the persons who are presently covered by Home’s current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Home, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Home (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home to obtain such tail coverage at Cascade’s expense prior to the Closing Date; provided, further, that officers and directors of Home or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s insurance carrier for the purpose of obtaining such insurance.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade Buyer shall maintain officers’ ' and directors’ ' liability insurance covering the persons Persons who are presently covered by Home’s Seller's current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200(i) 250% of the annual premium most recently paid by Home Seller plus (ii) the amount of any refund to be received by Seller relating to the early termination of regular coverage by virtue of the consummation of the Cash-Out Merger (the “"Insurance Amount”) "), to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade Buyer is unable to maintain or obtain the insurance called for by this Section 6.6(a6.8(a), Cascade Buyer shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home Seller to obtain such tail coverage at Cascade’s Seller's expense prior to the Closing DateEffective Time; provided, further, that officers and directors of Home Seller or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s Buyer's insurance carrier for the purpose of obtaining such insurance.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) at least three years from and after the Effective TimeDate, Cascade Purchaser shall maintain officers’ ' and directors’ ' liability insurance covering the persons Persons who are presently covered by Home’s Seller's (including its Subsidiaries) current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200150% of the current annual premium most recently paid by Home (the “"Insurance Amount”") to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade Purchaser is unable to maintain or obtain the insurance called for by this Section 6.6(a6.08(a), Cascade Purchaser shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home Seller to obtain such tail coverage at Cascade’s Seller's expense prior to the Closing Effective Date; provided, further, that officers and directors of Home Seller or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s Purchaser's insurance carrier for the purpose of obtaining such insurance.