Tail Policies Clause Samples
A Tail Policy clause defines the requirement for maintaining insurance coverage for claims made after a policy has expired or been cancelled, typically through the purchase of an extended reporting period endorsement. In practice, this clause ensures that the insured party remains protected against claims arising from incidents that occurred during the original policy period but are reported after the policy ends. The core function of a Tail Policy clause is to prevent gaps in coverage, thereby safeguarding both parties from unforeseen liabilities that may surface after the termination of the primary insurance policy.
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Tail Policies. Written evidence, in form and substance satisfactory to Buyer, of the Tail Policies having been obtained in accordance with Section 7.4(b);
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. As of the Closing, Bidder shall provide and pay for appropriate tail insurance policies to cover Hospital directors’ liabilities and such other risks as applicable.
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. Prior to or at the Closing, in accordance with Section 2.1(i), the Sellers and/or the Company shall cause the Acquired Companies to obtain as of the Closing Date prepaid “tail” insurance policies providing directors’, officers’ and manager’s coverage with a claims period of at least 6 years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors, officers and managers covered thereby, in each case for the benefit of those Persons who are covered by the Acquired Companies’ directors’, officers’ and managers’ liability insurance policies as of the date hereof or at the Closing and with respect to claims arising out of or relating to events which occurred at or prior to the Closing (including in connection with the transactions contemplated by this Agreement).
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
Tail Policies. At or prior to the Closing, Seller shall obtain and fully pay for and maintain in effect prepaid, non-cancelable extended reporting endorsement for liability insurance coverage insuring against (i) errors and omissions for a period of not less than six (6) years from the Closing and (ii) cyber liability for a period of not less than five (5) years from the Closing, in each case arising from the operation of the Business prior to the Closing (the “Tail Policies”) with limits and deductibles acceptable to the Buyer and in any event at least equal to such coverage in place prior to the date hereof. On or before the Closing, Seller shall provide Buyer with evidence of a bindable quotation for the Tail Policies in a form reasonably satisfactory to the Buyer and, within ten (10) days after the Closing Date, Seller shall provide Buyer with evidence of the issuance of the Tail Policies in a form reasonably satisfactory to Buyer. The Tail Policies will be endorsed with terms substantially as follows: “The Insurer shall pay, on behalf of the Insured or the Successor Company, Loss which the Insured or the Successor Company becomes legally obligated to pay on account of any Claim first made against the Insured during the Policy Period, for a Wrongful Act of the Insured prior to the Run-off Date, but only if such Claim is reported to the Insurer in writing in accordance with the policies terms and conditions. As used herein the term “Successor Company” means ▇▇▇▇▇▇ ▇.
Tail Policies. Prior to Closing, the Sellers shall have caused the Company to obtain (at the Sellers’ expense, and without duplication): (i) a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy (the “D&O Tail”), which the Sellers will ensure will have effectiveness as of the Closing, providing for coverage consistent with the Company’s existing directors’ and officers’ liability insurance policy; and (ii) a cybersecurity insurance tail policy (the “Cyber Tail”) which the Sellers will ensure will have effectiveness as of the Closing, providing for coverage consistent with the Company’s existing cybersecurity insurance policy. From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honour its obligations under the D&O Tail, and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof.
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”).