Officers and Directors Liability Insurance Sample Clauses

Officers and Directors Liability Insurance. The Company shall purchase Officers and Directors Liability Insurance which shall cover the Executive in an amount and with coverage to be determined by the Company.

Officers and Directors Liability Insurance. UNC has heretofore delivered to Greenwich a copy of its officers' and directors' liability insurance policy.

Officers and Directors Liability Insurance. The Company agrees to provide, or cause Parent to provide, at no expense to the Executive, insurance insuring Executive in his capacity as an officer and/or director of the Company (and/or as an officer or director of any controlled Affiliates of the Parent for which Executive serves in such capacities) as a consequence of claims arising out of Executive's service as an officer and/or director of the Company and/or as an officer or director of any Affiliates of Parent for which Executive serves in such capacities as may be specified from time to time, in each case, from and after the date of this Agreement in such form and amount substantially equal to that presently maintained by Parent for or covering executive officers of the Company or in such other form and amount as Parent may, from time to time, determine are reasonable and appropriate. It is expressly agreed that this obligation to provide insurance is not intended to require insurance for, or intended to cover, prior acts at MDI which are the subject of a separate obligation under the terms of the Merger Agreement.

Officers and Directors Liability Insurance. The Company agrees to provide, at no expense to the Executive, insurance insuring Executive in his capacity as an officer and/or director of the Company and its affiliates in such form and amount substantially equal to that presently maintained by the Company for or covering its executive officers and directors or in such other form and amount as Executive and Company may, from time to time, in good faith agree are reasonable and appropriate for executive officers and directors of corporations substantially similar in size to the Company.

Officers and Directors Liability Insurance. From and after the Closing, the Holding Company shall maintain in full force and effect, with a reputable insurer, officer's and director's liability insurance in such amounts and on such terms and conditions as the Board of Directors shall determine to be reasonable or advisable.

Officers and Directors Liability Insurance. (a) For a period of five (5) years from the Effective Time, Rurban shall contract for the provision of that portion of directors' and officers' liability insurance that serves to reimburse the present and former Officers and Directors of Exchange and Exchange Bank (determined as of the Effective Time) with respect to claims against such Officers and Directors arising from facts or events which occurred before the Effective Time, on terms no less favorable than those in effect on the date hereof; provided, however, that Rurban may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the date hereof; and provided further, however, that in no event shall Rurban be required to expend more than 300% of the current annual premium paid by Exchange and Exchange Bank to maintain or procure such directors' and officers' liability insurance (and, if Rurban is unable to maintain or obtain the insurance called for by this Section 6.05(b) for such amount, Rurban shall obtain as much comparable insurance as is available for such amount). (b) The provisions of this Section 6.05 shall survive consummation of the Merger.

Officers and Directors Liability Insurance. AUSA and ALHC shall, until at least the sixth anniversary of the Effective Time, cause to be maintained in effect, to the extent available, the policies of directors’ and officers’ liability insurance having the same coverage currently in force, but with maximum coverage amounts of no less than $5,000,000, containing terms that are not less advantageous to the insured parties with respect to claims arising from facts that occurred on or prior to the Effective Time, including without limitation all claims based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the Merger and any and all related events. In lieu of the purchase of such insurance, AUSA may purchase a six (6) year non-cancellable extended reporting period endorsement (“Reporting Tail Coverage”) under AUSA’s existing directors’ and officers’ liability insurance coverage, providing that such Reporting Tail Coverage shall extend the directors’ and officers’ liability coverage in force as of the date hereof for a period of at least three years from the Effective Time for any claim based upon, arising out of, directly or indirectly resulting from, in consequence of, or any way involving acts or omissions occurring or prior to the Effective Time, including without limitation all claims based upon, arising out of, directly or indirectly resulting from, in consequence of, or any way involving this Agreement, all agreements contemplated hereby, the Merger or any and all related events. ALHC shall cooperate with AUSA in obtaining such insurance coverage.

Officers and Directors Liability Insurance. The Companies and the Subsidiaries shall continue to maintain, at least until the Closing Date, officers and directors insurance with the same named and additional insureds and coverages, in amounts and with carriers comparable to that in effect on the date of this Agreement. Immediately prior to the Closing Date, the Companies and the Subsidiaries shall purchase tail coverage in relation to their directors and officers liability insurance then in effect, with respect to liability arising prior to the Closing Date but asserted thereafter, for each Seller covered by such directors and officers insurance policy as of the date of this Agreement, without any reduction or change in such coverage, for a minimum of three (3) years following the Closing Date, at the sole cost and expense of the Companies and the Subsidiaries, provided that such cost shall not exceed one hundred fifty percent (150%) of the annual premium of the officers and directors insurance in effect on the date of this Agreement without the prior written consent of Buyer.

Officers and Directors Liability Insurance. The Employer shall provide such insurance coverage as is provided for other directors and officers of Employer and its parent corporation, Suburban Bancshares, Inc., for the benefit and protection of the Employee from all claims, lawsuits and causes of action arising out of, or related to, the performance of Employee's duties, except for matters described in Paragraph 6 (c), below.

Officers and Directors Liability Insurance. The Company shall, from time to time, make a 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 cost of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors. If Indemnitee is a director, or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. 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 cost for such insurance is 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, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.