Tail Policies. Prior to the Closing, the Company shall purchase for the benefit of its members, managers and officers, an errors and omissions insurance “tail” policy (any such insurance policy, the “E&O Policy”), and such E&O Policy shall have a term for six years following the Closing. The premium for such E&O Policy shall be included in Transaction Expenses. In no event shall Parent take any action that would cause such E&O Policy to cease to be effective, and Parent shall take all commercially reasonable actions (other than paying additional premiums) to maintain in effect such E&O Policy for the benefit of the members, managers and officers of the Company.
Tail Policies. Evidence that the Seller Parties have purchased tail insurance coverage with coverage for six (6) years following Closing for the Insurance Policies listed on Section 3.2(l)(i) of the Company Disclosure Letter and for the longest period commercially available following Closing for the Insurance Policies listed on Section 3.2(l)(ii) of the Company Disclosure Letter, in each case naming Purchaser as loss payee on such coverages (the “Tail Policies”); provided that the premiums and expenses for the Tail Policies shall be borne by the Purchaser.
Tail Policies. Prior to the Closing, Buyer Parent and Buyer shall purchase for the Company, effective as of the Closing Date, (a) a D&O tail insurance policy in an amount of not less than $25 million and with such terms as are reasonable and appropriate for a company of the size and conducting the businesses conducted by the Company and are reasonably acceptable to Seller (the “D&O Policy”) and (b) an EPLI tail insurance policy in an amount of not less than $10 million and with such terms as are reasonable and appropriate for a company of the size and conducting the businesses conducted by the Company and are reasonably acceptable to Seller (the “EPLI Policy”). Each of the D&O Policy and the EPLI Policy shall include coverage with respect to claims arising out of or relating to events occurring before or at the Closing Date and shall be maintained in effect for at least six (6) years after the Closing Date.
Tail Policies. At or prior to the Closing Date, Seller shall cause the Acquired Companies to purchase tail coverage policies (the “Tail Policies”) for the directors and officers, policies covering the Acquired Companies as of the date hereof (the “Existing Policies”): (a) providing liability insurance coverage for the benefit of the Acquired Companies, (b) with a claim reporting or discovery period of at least six (6) years after the Closing, (c) in a form reasonably acceptable to Buyer and (d) on terms substantially comparable in all material respects to the relevant Existing Policies. The cost for such Tail Policy shall be a Transaction Expense. Sellers shall not, and shall not permit the Acquired Companies to, in each case without the prior written consent of Buyer, terminate, modify or amend, or waive any rights under any Existing Policies. Prior to the Closing, Seller shall use, and cause the Acquired Companies to use, their commercially reasonable efforts to cooperate with Buyer to facilitate obtaining any other tail, run-off or other insurance policies with effect as of the Closing, in each case, at Buyer’s expense.
Tail Policies. Prior to the Effective Time, each of the Companies shall obtain prepaid “tail” policies reasonably acceptable to Acquiror extending coverage for an aggregate period of six (6) years providing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred on or before the Effective Time covering (as direct beneficiaries) those Persons who are currently covered by the applicable Company Group’s directors’ and officers’ liability insurance policies, in each case of the type and with the amount of coverage no less favorable than those of the directors’ and officers’ liability insurance maintained as of the date of this Agreement by, or for the benefit of, the applicable Company Group (the “D&O Tail Policies”); provided, however, that the amount paid for each of the D&O Tail Policies pursuant to this Section 8.12 shall not exceed the annual equivalent of two hundred and fifty percent (250%) of the annual premiums paid by such Company in its last full fiscal year without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed). This Section 8.12 is intended to be for the benefit of, and will be enforceable by, those Persons who are currently covered by the applicable Company Group’s directors’ and officers’ liability insurance policies and their respective heirs, legatees, Representatives, successors and assigns.
Tail Policies. The Company will, prior to the Closing, purchase run-off coverage, effective as of the Effective Time, for a period of six (6) years following the Effective Time under the current policies of directors’ and officers’, employment practices and fiduciary liability insurance maintained by the Company with respect to claims arising from actions taken in their capacities as a director or officer of the Company (e.g. taken in such capacity in respect of the Contemplated Transactions) (the “Tail Policies”).
Tail Policies. (a) At or prior to the applicable Closing, CFC IPA or AHMS, as applicable, shall purchase a “tail” prepaid directors’ and officers’ liability, employment practices liability insurance policy, and any other insurance policies maintained by any Group Company as of immediately prior to the Closing, effective as of the applicable Closing Date, in each case, providing coverage for a period of six (6) years after the applicable Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policies shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policies (each, a “Tail Policy”). The Buyer Parties covenant and agree not to cancel, redeem or take any action that would adversely affect the terms and conditions of the Tail Policy. The cost and expense of purchasing the Tail Policy shall be shared equally between the applicable Group Company and the applicable Buyer Party.
(b) The Buyer Parties agree that all rights to indemnification and exculpation for acts or omissions occurring prior to the applicable Closing now existing in favor of the current or former managers, directors or officers (or persons holding similar positions) of the Group Companies who have the right to indemnification or exculpation by the Group Companies (collectively, the “Covered Persons”) as provided in their respective Governing Documents and as provided under Applicable Law as in effect as of the date hereof shall survive the Transactions and shall continue in full force and effect in accordance with their terms for a period of six (6) years from the applicable Closing. Without limiting the foregoing, for a period of not less than six (6) years from the Closing, the Buyer Parties shall not, and shall not permit any Group Company to, amend, modify or terminate any Governing Document regarding or related to such indemnification matters in any manner that would adversely affect the rights thereunder of the Covered Persons, unless such modification is required by Applicable Law.
(c) The provisions of this Section 6.10 are: (i) intended to be for the benefit of, and shall be enforceable by, each Covered Person and each other Person entitled to indemnification or coverage under a policy referenced in this Section 6.10, and each such Person’s heirs, legatees, representatives and successors, it being expr...
Tail Policies. Effective no later than the Closing, Seller will procure, or cause to be procured, irrevocable tail policies described on Section 6.7 of the Disclosure Schedules maintained by or on behalf of the Company in respect of acts or omissions occurring prior to the Closing Date, covering each Person covered by such insurance policies in effect on the Effective Date, on terms with respect to coverage, and in amounts, at least as favorable to the covered Persons as those of such policy in effect on the Effective Date, which tail policy will have a claims period of at least six (6) years from the Closing Date (the “Tail Policies”).
Tail Policies. Following the Closing, Prometheus and Buyer shall use commercially reasonable efforts to cause the Company to obtain tail-insurance policies for the benefit of the Company covering directors and officers liability, employee practices and cyber loss, in each case, on terms and conditions mutually agreed to by Prometheus and Buyer in good faith.
Tail Policies. Directors and Officers Insurance, Fiduciary Liability Insurance, and Employment Practice Liability Insurance 51
