Tail Insurance. Buyer shall deliver evidence of its tail insurance coverage required by Section 6.13 hereof.
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. 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. 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 Closing, 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 acceptable to Purchaser, which shall provide such directors and officers with coverage for seven (7) years following the Closing and shall have a scope substantially similar to 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. For the period commencing on the Closing Date and ending on the seventh (7th) anniversary of the Closing Date, Purchaser (including any of its Affiliates) shall cause the Company and, to the extent applicable, any of its successors and assigns, to (i) maintain the D&O Tail in full force and effect (it being understood that Purchaser and its Affiliates shall not be responsible for the payment of any additional premiums, fees or other costs thereunder after the Closing) and not to cancel, reduce or modify the terms of the D&O Tail, and (ii) continue to honor the obligations (including, without limitation, any indemnification, insurance or exculpation provisions) thereunder, and to fulfill and honor in all respects the obligations of the Company (or any of its Affiliates) to its current and former directors and officers as of immediately prior to the Closing (the “D&O Indemnified Parties”) pursuant to (A) indemnification agreements with the Company in effect on the date hereof and pursuant to the Charter Documents of the Company, in each case, in effect on the date hereof and Made Available to Purchaser and listed on Section 6.12 of the Disclosure Schedule or entered into after the date hereof with Purchaser’s consent (the “D&O Indemnification Agreements”), which D&O Indemnification Agreements shall, for the avoidance of doubt, survive the Closing and continue in full force and effect in accordance with their respective terms; or (B) any indemnification and release provisions under the Company Articles (or any Charter Document of the Company), to the extent applicable to any D&O Indemnified Party, and Purchaser agrees to cause the Acquired Companies to apply such provisions in the same manner following the Closing and at such time as such Persons are no longer directors, officers or board observers of the Acquired Companies, wi...
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. 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. 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.
Tail Insurance. Sellers, at their sole cost and expense, will obtain extended reporting period coverage (“Tail Coverage”) from the state patient compensation funds in Pennsylvania and Louisiana only, providing for extended reporting periods for claims made after the Closing in respect of events occurring prior to the Closing for the Facilities located in Pennsylvania and Louisiana only. Such state fund Tail Coverage will insure against professional and general liabilities of Sellers relating to all periods prior to the Closing at such Facilities and to have the effect of converting Sellers’ current professional and general liability insurance into “occurrence based” coverage for such Facilities in accordance with respective Pennsylvania and Louisiana fund coverage terms and conditions.
