Tail D&O Insurance. In the event of a Change in Control, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance in respect of Indemnitee, for a period of six (6) years thereafter. All such insurance policies obtained following such Change in Control shall be procured by the insurance broker of the Company prior to the Change of Control.
Tail D&O Insurance. Prior to the Closing, the Company shall purchase a “tail” officers’ and directors’ liability and professional liability insurance policy (the “D&O Insurance”), which by its terms shall survive the Closing for not less than seven years for the benefit of the Company’s past and present directors, officers and employees that are insured under the Company’s current directors’ and officers’ liability insurance policy in effect as of the date of this Agreement. The Company shall not be required to pay an annual premium for the D&O Insurance in excess of $50,000 of the last annual premium paid prior to the date of this Agreement (it being understood and agreed that in the event such D&O Insurance cannot be obtained for $50,000 of such last annual premium or less, in the aggregate, the Company shall provide the greatest D&O Insurance coverage as may be obtained for such amount).
Tail D&O Insurance. As promptly as practical after the date hereof, Company shall obtain, at its cost and expense, a six-year tail director and officer insurance policy covering Scribante on the same terms and conditions as the similar tail director and officer insurance policies previously obtained by Company for its retiring directors. X. Xxxxxx Club Membership. Company shall assign to Scribante all of Company’s interest in Scribante’s Kohler Club membership (if any). The assignment shall take place as promptly as practical after the date hereof. Scribante will be responsible for all future dues and other payments due and payable with respect to such membership beginning after the date of assignment. Scribante has no other claims with respect thereto. J.
Tail D&O Insurance. Prior to the Closing, the Company may, at its option, purchase a “tail” officers’ and directors’ liability and professional liability insurance policy (the “D&O Insurance”), which by its terms shall survive the Closing for not less than seven years for the benefit of the Company’s past and present directors, officers and employees that are insured under the Company’s current directors’ and officers’ liability insurance policy in effect as of the date of this Agreement.
Tail D&O Insurance. The Company shall have purchased and paid for the Tail D&O Insurance and shall have delivered reasonably satisfactory evidence of same to Parent.
Tail D&O Insurance. As promptly as practical after the date on which Xxxxx ceases to serve as a member of the Board, Company shall obtain, at its cost and expense, a six-year tail director and officer insurance policy covering Xxxxx on the same terms and conditions as the similar tail director and officer insurance policies previously obtained by Company for its retiring directors.
Tail D&O Insurance. Immediately prior to the Effective Time, Parent shall purchase tail insurance, the insurance carrier for and the terms and conditions of which are subject to the approval of the Company, which will not be unreasonably withheld, for the 18-month period immediately following the Closing Date, covering the actions, negligent or otherwise, of all of the Company’s directors and officers. As provided in Section 3.1(c), the aggregate Closing Date Merger Consideration shall be decreased in an amount equal to the cost of this tail insurance coverage (the “Tail Insurance Premium”).
Tail D&O Insurance. As promptly as practical after the date hereof, Company shall obtain, at its cost and expense, a six-year tail director and officer insurance policy covering Scribante on the same terms and conditions as the similar tail director and officer insurance policies previously obtained by Company for its retiring directors.
