Directors and Officers Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.
Directors and Officers Liability. The Company shall keep in effect during and after the Period of Employment, a policy of directors' and officers' liability insurance for officers and directors of the Company at such reasonable amount of coverage as is agreed to by Executive and the Board from time to time and which insurance policy shall be on a claims-made basis.
Directors and Officers Liability. Insurance coverage written on a claims-made basis requires Contractor to purchase an Extended Reporting Period Endorsement, effective for twenty-four (24) months after the expiration or cancellation of the policy.
Directors and Officers Liability. Each Member shall carry and maintain Directors’ and Officers’ Liability insurance covering its own respective persons who are serving as officers, directors, Representatives or Management Committee members of a Series. Each Member shall also be responsible for insuring its respective Membership Interest in a Series for securities claims against such Series.
Directors and Officers Liability. The Executive shall benefit from cover under the Company’s policy on Directors’ and Officers’ Liability (including Outside Directors’ and Officers’ Liability) subject always to the policy and the rules of the policy from time to time in force.
Directors and Officers Liability. A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.
Directors and Officers Liability. (a) For a period of six years after the Closing Date, Parent will cause the Surviving Entity to fulfill and honor in all respects the obligations of the Company to each current (as of immediately prior to the Effective Time) and each former director, officer, employee or agent of the Company (each, a “Covered Person”) relating to the indemnification thereof, pursuant to any indemnification provisions under the Charter Documents or any indemnification agreement as in effect on the Agreement Date (including provisions relating to contributions, advancement of expenses and the like), in each case, that have been made available to Parent (such obligations, the “Company Indemnification Obligations”), subject to any limitations imposed by applicable Law. The provisions of this Section 6.4 (i) are intended to be for the benefit of, and will be enforceable by, each Covered Person, and each such Covered Person’s heirs, legatees, successors, and assigns (and the Parties expressly agree that such Persons will be third-party beneficiaries of this Section 6.4), and (ii) will survive the consummation of the Mergers.
(b) Parent shall be under no obligation to maintain the existence of the Surviving Entity for any specified period following the Second Effective Time; provided, however, that if the Surviving Entity shall be dissolved, Parent or an Affiliate of Parent shall assume the obligations set forth in this Section 6.4.
(c) Any amounts paid (for the avoidance of doubt, to the extent not recovered or recoverable under the Tail Policy) by Parent, the Surviving Corporation or the Surviving Entity, or any of their respective successors or assigns, to any Covered Persons in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be Damages to which Parent is entitled to recover pursuant to Article 10.
Directors and Officers Liability. Xxxxxxx from any Insured acting as a director, secretary or officer of a body corporate other than a company referred to in paragraph (c) of the definition of 'Insured'.
Directors and Officers Liability. (a) PEGC I and PEGC I OP (the “D&O Indemnifying Parties“) agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing now existing in favor of a manager, director, officer, trustee, agent or fiduciary of any Contributed Company or any of its Subsidiaries and acting in its capacity as such (collectively, the “D&O Indemnified Parties“) as provided in under any charter, bylaws, limited liability company agreement, partnership agreement or other similar organizational documents or agreements of the Contributed Companies and their Subsidiaries (collectively, the “Contributed Company Organizational Documents”) and indemnification agreements of the Contributed Companies and/or their Subsidiaries shall survive the Closing and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Closing, PEGC I and PEGC I OP agree that the Contributed Company Organizational Documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of D&O Indemnified Party, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law.
(b) PEGC I OP has obtained or shall obtain, prior to the Closing, a prepaid insurance and indemnification policy (i.e., tail coverage) with a term of six (6) years covering each D&O Indemnified Party that provides coverage, subject to such policy’s terms and conditions, for matters occurring prior to the Closing (the “D&O Tail Policy“) that is no less favorable than the Contributed Company’s or such Subsidiary’s existing policy (true and complete copies which have been previously provided to PEGC I OP) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, that (i) the premium for such D&O Tail Policy shall not exceed 300% of the last annual premium paid prior to the date of this Agreement unless the Contributors agree to bear the incremental cost in excess thereof, and (ii) PEGC I OP and the Contributors (through an increase to Contribution Transaction Expenses) shall each bear 50% of the cost of the D&O Tail Policy.
(c) If any of PEGC I or the PEGC I OP or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving company, partnership or other entity of such consolid...
Directors and Officers Liability. Insurance Unless otherwise agreed between the parties hereto, Gulf shall purchase and maintain, or cause to be purchased and maintained, while the Executive remains an officer of Gulf and for a period of 10 years thereafter, directors' and officers' errors and omissions insurance for the benefit of the Executive on terms no less favourable in terms of coverage, and amounts, to the extent available on reasonable commercial terms, than such insurance maintained in effect by the Corporation on the date hereof.
