Tail Insurance Sample Clauses
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Tail Insurance. (a) Buyer shall reimburse the Seller and Holding Company to purchase a prepaid tail insurance policy (the “Tail”) with a claims period of six (6) years after Closing with, except as set forth on Disclosure Schedule 8.05, at least the same coverage and amounts and containing terms and conditions that are not less advantageous to than the Holding Company’s existing directors and officers liability insurance policy, in each case with respect to Claims arising out of or relating to events which occurred before or at Closing (including in connection with the transactions contemplated by this Agreement). The Tail shall name ▇▇▇▇▇ as an additional insured.
(b) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to Seller or Holding Company for any of its respective directors, officers or other employees, it being understood and agreed that the rights provided for in the Tail or this Section 8.05 are not prior to or in substitution for any such claims under such policies.
(c) The Buyer agrees to indemnify and reimburse the Covered Parties for an amount up to the applicable Retention owed under the Tail for any Claim (i) that is brought against the Covered Parties after Closing for their actions or omission in their capacity as officers and directors occurring at or prior to the Effective Time (including in connection with the Transactions contemplated by this Agreement but excluding the Excluded D&O Claims set forth on Section 8.05 of the Disclosure Schedule); and (ii) that is covered under the Tail.
(d) Except to the limited extent provided for in Section 8.05(c), Neither the Seller, the Holding Company nor the Covered Parties shall be entitled to or shall seek or be entitled to any indemnification, defense or reimbursement from the Buyer or its Affiliates with respect to Claims against, or Liabilities related to, actions or omissions of any Covered Party at or prior to the Effective Time (including in connection with the Transactions contemplated by this Agreement).
Tail Insurance. The Company shall have provided Parent with evidence reasonably satisfactory to Parent of the purchase of the D&O Tail Policy in accordance with Section 4.9.
Tail Insurance. As of the Closing, Sellers will obtain tail insurance with an unlimited reporting period, without any lapse in coverage. The premium and other costs of the tail insurance shall be paid by Sellers. Sellers shall, upon Purchaser’s request, provide certificate(s) of insurance to Purchaser evidencing the continued effectiveness of such insurance policies. Sellers shall, upon Purchaser’s request, provide certificate(s) of insurance to Purchaser evidencing the continued effectiveness of such insurance policies which certificate(s) shall name Purchaser and HMA as an “additional insured” and provide that such policies cannot be cancelled, terminated or the coverage amounts reduced without at least thirty (30) days’ advance written notice to such additional insureds. For purposes of this Agreement, “tail insurance” shall be deemed to mean the extended reporting period endorsements available under Sellers’ primary and excess healthcare professional liability insurance policies with respect to the Healthcare Facilities and the reporting endorsement under Sellers’ healthcare professional liability insurance policy, including paramedical employees, and the extended reporting endorsement under Sellers’ professional liability insurance policy covering Seller’s employed physicians. With respect to those physicians employed by Sellers who maintain professional liability insurance with State Volunteer Mutual Insurance Company or Medical Protection Insurance Company, the Parties will discuss in good faith between signing and Closing mutually agreeable arrangements for tail insurance, and reflect such agreements in an amendment to this Agreement or a side letter agreement.
Tail Insurance. Buyer shall deliver evidence of its tail insurance coverage required by Section 6.13 hereof.
Tail Insurance a. Where Physician’s Tail coverage is included in Practice’s annual premium of its malpractice policy and separate Tail coverage is not purchased (i.
Tail Insurance. In the event Lessee elects to purchase the Aircraft pursuant to Section 19 or 20 hereof, Lessee shall, to the extent available on commercially reasonable terms, maintain the Owner Participant as an additional insured on any liability policy (to the same extent the Owner Participant or Lessor was insured during the operation of the Lease) with respect to any liability policy referred to in Section 11(a) and Section 11(b) for two (2) years following the repayment in full of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents.
Tail Insurance. The Company shall use commercially reasonable efforts to maintain in force and effect for five years from the Closing Date the Tail Insurance Coverage relating back five years from the Closing Date. The "Tail Insurance Coverage" shall be health care services professional liability coverage with The Doctors Company or such other financially sound and reputable insurance company or association selected by the Company with limits of liability of $1,000,000 per loss.
Tail Insurance. Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Tail”) for the Acquired Companies’ directors and officers in a form mutually acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, the directors’ and officers’ liability insurance coverage currently maintained by the Company.
Tail Insurance. Seller Parties shall obtain, at their sole cost and expense, insurance for a period of five (5) years after the Closing Date (“Tail Insurance”), in form and substance substantially equivalent to the terms of the existing professional liability insurance policies of the Company, to insure against liabilities of the Company that arise prior the Closing Date where claims are made after the Closing Date. Such Tail Insurance shall have the effect of providing “occurrence based” coverage rather than existing “claims made” coverage. Such Tail Insurance shall be retroactive such that it covers all periods from the retroactive date of the first policy which should be included on the current policies through the Closing Date. The minimum coverage for such Tail Insurance shall be agreed upon by the Parties. Buyer and i3 Verticals, LLC shall be included as additional named insured entities in such Tail Insurance.
Tail Insurance. Sellers shall have purchased the Tail Policies described in Section 6.16 and delivered certificate evidencing same to Buyers.