Run-Off Insurance. (a) Prior to the Closing, RBS shall obtain a quote for a dedicated directors and officers liability run-off insurance policy for an aggregate coverage amount of $100 million, covering the individuals serving as directors and officers of any of the Transferred Companies with respect to matters existing or occurring at or prior to the Closing Date, for a period of six years after the Closing Date, on terms and conditions substantially similar, excluding coverage amounts, as RBS’s directors and officers liability insurance covering the SET Company directors and officers. RBS shall notify the Purchaser of such quote and, upon the request of the Purchaser, RBS shall bind such policy, effective as of the Closing Date, and the Purchaser shall pay (or reimburse RBS for) (i) one-half of the first $2,000,000 of the cost of such policy, and (ii) any cost thereof in excess of $2,000,000.
(b) The Seller Parties shall (i) promptly notify Purchaser and the appropriate insurance company of any claims arising under the Policies prior to the Closing, (ii) maintain all Policies in full force and effect at all times prior to the Closing.
Run-Off Insurance. The Company shall have purchased an insurance policy, reasonably satisfactory to Parent, providing extended run-off coverage for the Company's obligation to indemnify all of the officers and Directors of the Company for post-Closing claims that arise from acts that occur or occurred prior to Closing pursuant to Section 4.8 hereof.
Run-Off Insurance. Each of the LoJack Parties agrees that for the period from the Effective Date until six years after the Effective Date on a trailing or run-off basis, each of the LoJack Parties will cause Boomerang or any successor to Boomerang to maintain Boomerang’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 Boomerang than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Boomerang.
Run-Off Insurance. The Company shall use commercially reasonable efforts to obtain (at the Surviving Corporation’s sole cost and expense, which shall not be a Company Transaction Expense or included in Closing Working Capital or Estimated Working Capital), on or prior to the Closing Date (i) the D&O Tail Policy, (ii) run-off or “tail” policies with respect to its cyber and professional indemnity policy, employers compensation policy, fire loss of profit policy and public liability policy with a claims extending past the Closing Date for period of five (5) years from the date of expiry under the current policy, on terms reasonably acceptable to Parent with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement) (the “Run-Off Insurance Policies”).
Run-Off Insurance. The Purchasers shall have delivered to the Seller copies of documents evidencing that the Purchasers have obtained, at the Purchasers’ cost, a non-cancelable run-off insurance policy:
(i) to provide insurance coverage for six years from the Closing Date for events, acts or omissions relating to any Transferring Business occurring on or prior to the Closing Date for all individuals who were directors, managers or officers of any Transferring Company on or prior to the Closing Date; and
(ii) which contains terms and conditions no less favorable to the insured individuals than the directors’, managers’ or officers’ liability coverage maintained by the Seller or any Transferring Company as of the date of this Agreement.
Run-Off Insurance. The Relevant Purchaser shall have delivered to the Seller copies of documents evidencing that such Purchaser has obtained, at such Purchaser’s cost, a non-cancelable run-off insurance policy:
(i) to provide insurance coverage for six years from the Relevant Closing Date for events, acts or omissions relating to the Relevant Transferring Business occurring on or prior to the Relevant Closing Date for all individuals who were directors, managers or officers of the Seller on or prior to the Relevant Closing Date; and
(ii) which contains terms and conditions no less favorable to the insured individuals than the directors’, managers’ or officers’ liability coverage maintained by the Seller as of the date of this Agreement.
Run-Off Insurance. In the event the Company merges with another entity and is not the surviving corporation, or transfers all of its assets, the Company shall ensure that directors are covered by a run-off insurance policy for a period of seven (7) years following such merger or transfer subject to the applicable insurance company consenting to provide the Company such run-off insurance policy provided that the Company shall use its best efforts to have the applicable insurance company provide the Company such run-off insurance policy on generally standard terms and conditions.
