Tail Insurance Policy. The Company shall purchase “tail” insurance policies with a claims period of at least six years with respect to directors’ and officers’ liability insurance in amount and scope at least as favorable as the Company’s existing policies for claims arising from facts or events that occurred on or prior to the Effective Time, provided that aggregate premium payments for such policies do not exceed the amount set forth in clause (x) of Section 5.5(b).
Tail Insurance Policy. At the Closing and at Company’s sole expense, Company shall have procured “tail-coverage” on the claims-made products liability insurance policies covering each Seller on such terms as may be reasonably satisfactory to Buyer, and Buyer shall be named as additional insured thereon.
Tail Insurance Policy. The Tail Insurance Policy, in form and substance acceptable to the Buyer.
Tail Insurance Policy. Following the Closing Date, Seller and Seller Parent shall maintain in effect or shall purchase a “tail” policy of medical malpractice liability insurance with respect to matters occurring prior to the Closing Date, which insurance shall contain terms and conditions no less advantageous than are contained in the current medical malpractice liability insurance policies set forth on Section 2.12
Tail Insurance Policy. Seller shall provide proof of the receipt of a three year “tail” insurance policy that provides coverage substantially similar to the coverage provided under its general and product liability insurance policy in effect on the date of this Agreement relating to general claims and warranty claims under its customer agreements.
Tail Insurance Policy. On or prior to the Closing, the Sellers will deliver to the Parent, Buyer and Management Team evidence that the Sellers have obtained, at its sole expense, an irrevocable “tail” insurance policy in a form acceptable to the Sellers and Buyer from a reputable insurance carrier: (i) for coverage, terms and conditions that are no less favorable than policies of Parent, with respect to claims arising out of or relating to events that occurred before or at the closing (including in connection with the Transactions contemplated by the this Agreement), but in any event not less than an aggregate liability coverage limit of not less than Two Million Dollars $2,000,000, as to the Next Frontier Pharmaceuticals Business, (ii) with a coverage term of not less than the six (6) years period subsequent to the Closing Date, (iii) listing the Sellers, Buyer and Parent as additional insureds, and (iv) requiring not less than 30 days advance notice to Parent, Buyer and Management Team members prior to cancellation by the carrier (the “Tail Insurance Policy”). The Seller shall also provide Buyer, Parent and Management Team members with proof that all premiums have been paid in full on the Tail Insurance Policy. The Sellers will continually pay for such irrevocable insurance policies and will not cancel or change such insurance policies in any respect. If the Company or any its respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company shall be covered under such “tail” insurance policy that is set forth in this Section 3.1(j). The provisions of this Section 3.1(j) are intended for the benefit of, and will be enforceable by the Parent, Buyer, Company and Management Team members, their successors, assigns or Representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by contract or otherwise.
Tail Insurance Policy. Prior to the Closing Date, CVIT shall acquire an insurance policy (the "Tail Insurance Policy") which meets the following requirements: (a) provides insurance coverage for CVIT, its officers and trustees against losses from lawsuits, regulatory investigations and other claims made against them for their negligent acts, errors, omissions or other wrongful acts committed prior to the Reorganization which relate to the business and operations of the CVIT Fund prior to the Closing Date; (b) provides a maximum coverage amount of at least One Million and 00/100 Dollars ($1,000,000.00); (c) constitutes a paid up policy for a period of at least three years following the Closing Date; and (d) names as an additional insured CFI with respect to the CFI Fund.
Tail Insurance Policy. PowerComm shall provide proof of the receipt of a three year “tail” insurance policy that provides coverage substantially similar to the coverage provided under its general and product liability insurance policy in effect on the date of this Agreement relating to general claims and warranty claims under its customer agreements.
Tail Insurance Policy. (a) For a period of six years after the Closing Date, Acquiror shall cause the Surviving Corporation (or any successor) and its Subsidiaries to indemnify each Person who is or was a director or officer of the Target or any of its Subsidiaries at or prior to the Closing Date (collectively, the “Directors and Officers”) for any claim or action that may be instituted or asserted by any Person (“Covered Claims”) as and to the fullest extent permitted by the indemnification provisions of the Target Organizational Documents or the organizational documents of any Subsidiary of Target, and any indemnification agreements between Target and/or its Subsidiaries, on the one hand, and any of their current or former directors or officers, on the other hand, in effect on the date hereof (notwithstanding whether such provisions are mandatory or permissive) and Delaware Law (including, without limitation, Section 102(b)(7) and Section 145 as in effect as of the date hereof); provided, however, that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Surviving Corporation Organizational Documents will contain provisions with respect to exculpation and indemnification for Covered Claims that are at least as favorable to the indemnified parties thereunder as those contained in this Section 5.12 and the Target’s Organizational Documents as in effect on the date hereof, which provisions shall not be repealed, amended or otherwise modified for a period of six years from the Closing Date in a manner that would adversely affect the rights of individuals who, at any time prior to the Closing Date, were indemnified parties thereunder, except as required by applicable law.
Tail Insurance Policy. The Company shall as promptly as practicable following the date hereof purchase a “tail” insurance policy for a period of six (6) years after the Effective Time, with reputable and financially sound carriers of at least double the coverage and amounts of, and containing terms and conditions that are no less advantageous in the aggregate than, the current policies of directors’ and officers’ liability insurance maintained by the Company with respect to claims arising from or related to facts or events that occurred at or before the Effective Time, which tail policy is reasonably satisfactory to Parent. The cost of such “tail” insurance policy shall constitute a Transaction Expense pursuant to this Agreement.
