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. 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. 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, 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 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 agrees ------------------------------------------- to use its reasonable best efforts to provide, at no expense to the Officer, insurance insuring Officer in his capacity as an officer and director of the Company in such form and amount substantially in such form and amounts as Officer 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. In the event of a termination of or by Officer hereunder, the Company shall use its reasonable best efforts to promptly purchase, to the extent available at commercially reasonable rates, a "tail" to the then-existing directors and officers liability insurance to provide Officer with continued insurance coverage against claims made as a consequence of his having been a director and/or officer of the Company. Such tail insurance shall be maintained for a period of one (1) year in the event of voluntary termination by Officer pursuant to Section 2 and for the number of --------- year-equivalents of severance benefits to which Officer shall be entitled to as severance pay in the event of any other termination.
Officers and Directors Liability Insurance. The Company does not currently have Officers and Directors Liability Insurance, but the Company shall endeavour to purchase such insurance to cover all officers and directors as soon as practicable.
