Directors and officers Liability Insurance Clause Example with 6 Variations from Business Contracts
This page contains Directors and officers Liability Insurance clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Directors and officers Liability Insurance. (a) Maintenance of Insurance. So long as the Company or any of its subsidiaries maintains liability insurance for any directors, officers, employees or agents of any such person, the Company shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's and its subsidiaries' then current directors and officers. If at any date (i) such insurance ceases to cover acts and... omissions occurring during all or any part of the period of Indemnitee's Corporate Status or (ii) neither the Company nor any of its subsidiaries maintains any such insurance, the Company shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee's Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company on the date hereof. (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), the Company shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies.View More
Variations of a "Directors and officers Liability Insurance" Clause from Business Contracts
Directors and officers Liability Insurance. (a) Maintenance of Insurance. So long as the Company or any of its subsidiaries Subsidiaries maintains an insurance policy or policies providing liability insurance for any directors, officers, employees or agents Agents of any such person, the Company shall ensure ensure, at the Company's sole cost and expense, that Indemnitee is covered by such insurance policy or policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of th...e Company's and its subsidiaries' Subsidiaries' then current directors and officers. If at any date (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee's Corporate Status or (ii) neither the Company nor any of its subsidiaries Subsidiaries maintains any such insurance, the Company shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee's Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company on the date hereof. hereof; provided that nothing set forth in the foregoing shall otherwise limit the Company's obligation to (i) indemnify Indemnitee in accordance with Section 3, (ii) contribute to the amount incurred by Indemnitee, whether for all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement), in connection with any Proceeding in accordance with Section 4, and (iii) pay and advance all Expenses incurred by Indemnitee in connection with any Proceeding in accordance with Section 5. (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), 6(a), the Company shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies. View More
Directors and officers Liability Insurance. (a) Maintenance of Insurance. The Company will use commercially reasonable efforts (taking into account the scope and amount of coverage available related to the cost thereof) to maintain on an ongoing basis, at their sole expense, customary liability insurance to protect persons serving the Company and its Subsidiaries from certain liabilities. So long as the Company or any of its subsidiaries Subsidiaries maintains liability insurance for any directors, officers, employees or agents of any suc...h person, the Company shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded generally to the most favorably insured of the Company's and its subsidiaries' Subsidiaries' then current directors and officers. directors. If at any date time (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee's Corporate Status or (ii) neither the Company nor any of its subsidiaries Subsidiaries maintains any such insurance, the Company shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, time, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, time, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee's Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company on the date hereof. Notwithstanding the foregoing, Indemnitee shall not be obligated to seek recovery under any insurance policies of the Company. Nothing in this section shall preclude the Company from purchasing additional insurance coverage for independent directors. (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), 6(a), the Company shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies. policies, unless the Company shall have paid in full all indemnification, advancement and other obligations payable to Indemnitee under this Agreement. View More
Directors and officers Liability Insurance. (a) Maintenance of Insurance. So long as the Company or any of its subsidiaries Subsidiaries maintains liability insurance for any directors, officers, employees or agents of any such person, the Company shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's and its subsidiaries' Subsidiaries' then current directors and officers. If at any date (i) such insuran...ce ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee's Corporate Status or (ii) neither the Company nor any of its subsidiaries Subsidiaries maintains any such insurance, the Company shall ensure that Indemnitee is covered, with respect to acts 7 and omissions prior to such date, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee's Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company on the date hereof. (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), the Company shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies.View More
Directors and officers Liability Insurance. (a) Maintenance of Insurance. So long as any of the Company Companies or any of its subsidiaries their Subsidiaries maintains liability insurance for any directors, officers, employees or agents of any such person, the Company Companies shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's Companies' and its subsidiaries' their Subsidiaries' then current direc...tors and officers. If at any date (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee's Corporate Status or (ii) neither the Company Companies nor any of its subsidiaries their Subsidiaries maintains any 9 such insurance, the Company Companies shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee's Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company Companies on the date hereof. (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), 6(a), the Company Companies shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company Companies shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies. policies, unless the Companies shall have paid in full all indemnification, advancement and other obligations payable to Indemnitee under this Agreement. View More
Directors and officers Liability Insurance. (a) Maintenance of Insurance. So long as any of the Company Companies or any of its subsidiaries their Subsidiaries maintains liability insurance for any directors, officers, employees or agents of any such person, the Company Companies shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's Companies' and its subsidiaries' their Subsidiaries' then current direc...tors and officers. If at any date (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee's Corporate Status or (ii) neither the Company Companies nor any of its subsidiaries their Subsidiaries maintains any such insurance, the Company Companies shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee's Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company Companies on the date hereof. 9 (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), 6(a), the Company Companies shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company Companies shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies. policies, unless the Companies shall have paid in full all indemnification, advancement and other obligations payable to Indemnitee under this Agreement. View More
Directors and officers Liability Insurance. (a) Maintenance of Insurance. So long as either of the Company Companies or any of its subsidiaries their Subsidiaries maintains liability insurance for any directors, officers, employees or agents of any such person, the Company Companies shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's Companies' and its subsidiaries' their Subsidiaries' then current di...rectors and officers. If at any date (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee's Corporate Status or (ii) neither the Company Companies nor any of its subsidiaries their Subsidiaries maintains any such insurance, the Company Companies shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee's Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained by the Company Companies on the date hereof. (b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), 6(a), the Company Companies shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company Companies shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies. View More
