Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies.
Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such D&O Insurance policies.
Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies. In addition, the Company will instruct the insurers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such claim.
Insurance and Other Matters. The Company hereby covenants and agrees that, so long as Indemnitee serves as a director or officer of the Company and thereafter so long as Indemnitee may be subject to any possible Proceeding by reason of the fact that Indemnitee was a director or officer of the Company, the Company, subject to the last sentence of this Section 8(b), will promptly obtain and maintain in full force and effect liability insurance to protect Indemnitee from personal liabilities incurred by reason of the fact that Indemnitee is or was serving in such capacity (“Liability Insurance”) in reasonable amounts from established and reputable insurers. In all applicable policies of Liability Insurance, Indemnitee will be named as an insured and will be covered by such policies in accordance with their terms to the maximum extent of the coverage available for any director, officer, employee, or agent or fiduciary under such policy or policies. At the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 8(a) above, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such D&O Insurance policies. Notwithstanding the foregoing, the Company will have no obligation to obtain or maintain Liability Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a Subsidiary of the Company or by another person pursuant to a contractual obligation owed to the Company or Indemnitee.
Insurance and Other Matters. 44 7.19 Post-Closing Access.....................................................44 7.20 Purchaser's Board Approval..............................................44 VIII. CASUALTY AND CONDEMNATION44
Insurance and Other Matters. (a) From and after the Closing, Seller will cause its Affiliates to cooperate with Purchaser to permit CFP, CenterAmerica Capital, the CenterAmerica Venture Entities, Inwood and Keegan's to pursue any claim under the liability insurance policies fox xxxxx entities existing before the Closing in respect of matters covered by those policies that were incurred before the Closing and Seller will execute such documents and other instruments and take such other actions reasonably requested by Purchaser in connection therewith. Seller will not be obligated to make any payment to Purchaser under Section 11.2 in respect of any such incurred matter (other than in respect of any deductible applicable to the relevant policy or losses excluded from coverage under the relevant policy) until Purchaser has submitted the claim under the relevant insurance policy and the insurer under that policy has denied coverage for that matter. If the insurer denies coverage, Purchaser will assign its coverage claim to Seller in connection with any claim under Section 11.2. From and after Closing, Purchaser will cause each of CFP, CenterAmerica Capital, Inwood and Keegan's to cooperate with Seller in connection with any claim under axx xxxxxance policy related to any Excluded Liability and will execute such documents, pleadings, affidavits and other instruments reasonably requested by Seller in connection with defending against any claim that is an Excluded Liability.
Insurance and Other Matters
