Insurance Contract Clauses (2,252)

Grouped Into 58 Collections of Similar Clauses From Business Contracts

This page contains Insurance clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Insurance. The Company may, but is not obligated to, obtain directors' and officers' liability insurance ("D&O Insurance") as may be or become available in reasonable amounts from established and reputable insurers with respect to which the Indemnitee is named as an insured. Notwithstanding any other provision of the Agreement, the Company shall not be obligated to indemnify the Indemnitee for expenses, judgments, fines or penalties, which have been paid directly to or on behalf of the Indemnitee by D&O In...surance. If the Company has D&O Insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of a proceeding, the Company shall give notice of the commencement of such proceeding to the insurer in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. View More
Insurance. The Company may, but is not obligated to, obtain directors' and officers' liability insurance ("D&O Insurance") as may be or become available in reasonable amounts from established and reputable insurers with respect to which the Indemnitee is named as an insured. Notwithstanding any other provision of the this Agreement, the Company shall not be obligated to indemnify the Indemnitee for expenses, judgments, fines fines, penalties, or penalties, amounts paid in settlement by or on behalf of the ...Indemnitee which have been paid directly to or on behalf of the Indemnitee by D&O Insurance. If the Company has D&O Insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of a proceeding, or of the threat of commencement of any proceeding against the Indemnitee by reason of the fact that the Indemnitee is or was an agent of the Company, the Company shall give notice of the commencement of such proceeding to the insurer in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, lndemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. View More
Insurance. The Company may, but is not obligated to, obtain directors' and officers' liability insurance ("D&O Insurance") as may be or become available in reasonable amounts from established and reputable insurers with respect to which the Indemnitee is named as an insured. Notwithstanding any other provision of the Agreement, the Company shall not be obligated to indemnify the Indemnitee for expenses, judgments, settlements, fines or penalties, which have been paid directly to or on behalf of the Indemni...tee by D&O Insurance. If the Company has D&O Insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of a proceeding, the Company shall give notice of the commencement of such proceeding to the insurer in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. View More
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Insurance. A. If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. B. Landlord shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amounts as Landlord shall deem appro...priate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises. C. Tenant and Landlord shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord, such insurance to afford minimum protection of not less than $2,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least (10) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts within the Leased Premises or the Building. View More
Insurance. A. If the Leased Premises or any other part of the Building Property is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, repair and Tenant shall be responsible for the costs of repair not covered by Tenant's insurance. B. Landlord shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amounts as ...Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, fixtures located in the Leased Premises. C. Tenant and Landlord shall, each at its own expense, shall maintain a policy or policies of comprehensive general liability insurance with respect to its activities on the respective activities of each in the Building Property with the premiums premium thereon fully paid on at all times during the Term hereof. Such policy or before due date, policies must be issued by and binding upon some an insurance company approved by Landlord, such insurance to afford minimum protection of not less than $2,000,000 than$2,000,000.00 combined single limit coverage of bodily injury, property damage or combination thereof. combinationthereof. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall obtain shallobtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least (10) least(10) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts within the Leased Premises or the Building. View More
Insurance. A. If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. B. Landlord shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amounts as Landlord shall deem appro...priate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises. C. Tenant and Landlord shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord, such insurance to afford minimum protection of not less than $2,000,000 $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least (10) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts within the Leased Premises or the Building. 2 9. Utilities. Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by Tenant on the Leased Premises during the term of this Lease unless otherwise expressly agreed in writing by Landlord. In the event that any utility or service provided to the Leased Premises is not separately metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. Tenant shall pay such amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting. Tenant shall not use any equipment or devices that utilizes excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical services to other tenants. View More
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Insurance. The Company may, at its election and for its benefit, insure the Executive against accidental loss or death, and the Executive shall submit to such physical examination and supply such information as may be required in connection therewith.
Insurance. The Company may, at its election and for its benefit, insure the Executive against accidental loss or death, and the Executive shall submit to such physical examination and supply such information as may be reasonably required in connection therewith.
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Insurance. Manufacturer shall maintain, during the term of this Agreement, Commercial General Liability Insurance with minimum limits, including under any General Liability Umbrella Policies, of not less than $2,000,000 combined single limit for bodily injury and property damage on Products purchased by Distributor for resale. Manufacturer shall use commercially reasonable efforts to provide Distributor with thirty (30) calendar days' prior written notice of any change or cancellation in any applicable ins...urance policies. Distributor shall maintain, during the term of this Agreement, Commercial General Liability Insurance with minimum limits, including under any General Liability Umbrella Policies, of not less than $2,000,000 combined single limit for bodily injury and property damage. Distributor shall use commercially reasonable efforts to provide Manufacturer with thirty (30) calendar days' prior written notice of any change or cancellation in any applicable insurance policies. View More
Insurance. Manufacturer Distributor shall maintain, during the term of this Agreement, Commercial General Liability Insurance with minimum limits, including under any General Liability Umbrella Policies, of not less than $2,000,000 combined single limit for bodily injury and property damage on Products purchased by Distributor Sub-Distributor for resale. Manufacturer Distributor shall use commercially reasonable efforts to provide Distributor Sub-Distributor with thirty (30) calendar days' prior written no...tice of any change or cancellation in any applicable insurance policies. Distributor Sub-Distributor shall maintain, during the term of this Agreement, Commercial General Liability Insurance with minimum limits, including under any General Liability Umbrella Policies, of not less than $2,000,000 combined single limit for bodily injury and property damage. Distributor Sub-Distributor shall use commercially reasonable efforts to provide Manufacturer Distributor with thirty (30) calendar days' prior written notice of any change or cancellation in any applicable insurance policies. View More
Insurance. Manufacturer shall maintain, during the term of this Agreement, Commercial General Liability Insurance with minimum limits, including under any General Liability Umbrella Policies, of not less than $2,000,000 combined single limit for bodily injury and property damage on Products purchased by Distributor Product Owner for resale. Manufacturer shall use commercially reasonable efforts to provide Distributor Product Owner with thirty (30) calendar days' prior written notice of any change or cancel...lation in any applicable insurance policies. Distributor Product Owner shall maintain, during the term of this Agreement, Commercial General Liability Insurance with minimum limits, including under any General Liability Umbrella Policies, of not less than $2,000,000 combined single limit for bodily injury and property damage. Distributor Product Owner shall use commercially reasonable efforts to provide Manufacturer with thirty (30) calendar days' prior written notice of any change or cancellation in any applicable insurance policies. View More
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Insurance. During the Term, the Company shall obtain and maintain at its own expense, standard directors and officers liability insurance policy ("D&O Policy"), which D&O Policy shall list individual members of the Management Company as an additional insured. At all times during the engagement of the Management Company and for a period of three (3) years thereafter, the Company shall maintain the D&O Policy in amounts not less than those in effect on the Effective Date.
Insurance. During the Term, the Company shall obtain and maintain at its own expense, standard directors and officers liability insurance policy ("D&O Policy"), which D&O Policy shall list individual members each of the Management Company and Aronin as an additional insured. At all times during the engagement of the Management Company and for a period of three (3) six (6) years thereafter, the Company shall maintain the D&O Policy in amounts not less than those in effect on the Effective Date.
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Insurance. Landlord will obtain and maintain, at all times until termination of this Lease and surrender of the Premises to Landlord, special cause of loss form, or its equivalent, property insurance including equipment breakdown coverage, covering the Building and the Premises, including common areas, and all other improvements to the Building made by Landlord but specifically excluding Tenant betterments installed by Tenant and providing the insurance protection to Landlord described in this Lease, which... insurance shall be in an amount not less than one hundred percent (100%) of the full replacement cost of the foregoing. Landlord will retain in its possession the original policy and all endorsements, renewal certificates and new policies, if any issued during the term but will provide Tenant, upon request, with copies of said policy or certificates of self-insurance. Landlord will also maintain commercial general liability insurance coverage against claims for, or arising out of, bodily injury, death or property damage occurring in, on or about the Building and the Premises or property in, on or about the street, sidewalks or properties adjacent to the Building and the Premises. The policy shall carry limits, including coverage under umbrella policies of not less than $500,000 per occurrence and $1,000,000 aggregate. In addition to the above, and not by the way of substitution thereof, Tenant shall obtain, at its own expense, comprehensive general liability insurance with both Landlord and Wickfield Properties LLC named as additionally insured, against claims for, or arising out of, bodily injury, death or property damage occurring on the Premises and shall have limits of coverage of $500,000 per occurrence and $1,000,000 annual aggregate. Tenant will deliver a letter to Landlord confirming Tenant's required insurance coverage upon written request from Landlord. View More
Insurance. Landlord will obtain and maintain, at all times until termination of this Lease and surrender of the Demised Premises to Landlord, special cause of loss form, or its equivalent, property fire and extended insurance including equipment breakdown coverage, covering the Building and the Premises, Demised premises, including common areas, Common Areas, and all other improvements to the Building made by Landlord but specifically excluding Tenant betterments installed by Tenant and providing the insur...ance protection to Landlord described in this Lease, which insurance shall be in an amount not less than one hundred percent (100%) of the full replacement cost of the foregoing. amounts that Landlord deems appropriate. Landlord will retain in its possession the original policy and all endorsements, renewal certificates and new policies, if any any, issued during the term but will provide Tenant, upon request, with copies of said policy or certificates of self-insurance. self insurance. Landlord will also maintain commercial comprehensive general liability insurance coverage against claims for, or arising out of, bodily injury, death or property damage occurring in, on or about the Building and the Demised Premises or property in, on or about the street, sidewalks or properties adjacent to the Building and the Demised Premises. The policy shall carry limits, including coverage under umbrella policies of not less than $500,000 per occurrence and $1,000,000 aggregate. In addition to the above, and not by the way of substitution thereof, Tenant shall obtain, indemnify Landlord and keep Landlord harmless from any liability or claim for damages that may be asserted against Landlord because of any accident or casualty occurring on or about the Demised Premises. Tenant shall, at its own cost and expense, comprehensive general obtain and keep in force a policy or policies of public liability insurance with both an insurance company approved by Landlord, with liability coverage of not less than $500,000.00 for injury or death to any one person, $1,000,000.00 for injury or death to more than one person, and $250,000.00 for damage to property. Tenant shall furnish Landlord with certificates or other evidence acceptable to Landlord indicating that the insurance is in effect and Wickfield Properties LLC named as additionally insured, providing that Landlord shall be notified in writing at least 30 days before cancellation of, any material change in, or renewal of the policy. Landlord shall indemnify the Tenant and Tenant's agents and save them harmless from and against claims for, any and all claims, liability and expense for damages to any personal property in, on or about the leased premises arising out of, bodily injury, death of the negligent acts or omissions of Landlord, its employees or agents. Notwithstanding anything to the contrary contained elsewhere in this Lease, neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other property or any resulting loss of income, or losses under workers' compensation laws and benefits, even though such loss or damage occurring on might have been occasioned by the Premises negligence of such party, its agents or employees, if, and shall have limits of coverage of $500,000 per occurrence and $1,000,000 annual aggregate. Tenant will deliver a letter to Landlord confirming Tenant's required the extent that, any such loss or damage is covered by insurance coverage upon written request from Landlord. which is maintained by either party. View More
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Insurance. During the Sublease Term, Sublessee shall maintain insurance of such types, in such policies, with such endorsements and coverages, and in such amounts as are set forth in Article 10 of the Lease. All insurance policies shall name Lessor, Sublessor and any other party required by either as additional insureds and shall contain an endorsement that such policies may not be modified or canceled without 30 days prior written notice to Lessor and Sublessor. Sublessee shall obtain a waiver of subrogat...ion for the benefit of Sublessor and Lessor to the extent required of "Tenant" for the benefit of "Landlord" under Article 10, Section 8.4, and any other provisions of the Lease. Sublessee shall promptly pay all insurance premiums and shall provide Sublessor with policies or certificates evidencing such insurance upon Sublessee's 11 execution of this Sublease and prior to entering the Subleased Premises. Sublessor and Sublessee hereby (i) waive the right of subrogation, in the same manner, and to the same extent, as provided in the Lease, and (ii) shall indemnify one another in the same manner, and to the extent, as provided in Section 10.3 of the Lease. View More
Insurance. During the Sublease Term, Sublessee shall maintain insurance of such types, in such policies, with such endorsements and coverages, and in such amounts as are set forth in Article 10 Section 4.13 of the Lease. Lease, and such additional insurance as may be required by Sublessor, in Sublessor's reasonable discretion. All insurance policies shall name Lessor, Sublessor and any other party required by either as additional insureds and shall contain an endorsement that such policies may not be modif...ied reduced or canceled without 30 10 days prior written notice to Lessor and Sublessor. Sublessor following such change. Sublessee shall obtain a waiver of subrogation for the benefit of Sublessor and Lessor to the extent required of "Tenant" for the benefit of "Landlord" under Article 10, Section 8.4, and any other provisions 4.15 of the Lease. Sublessee shall promptly pay all insurance premiums and shall provide Sublessor with policies or certificates evidencing such insurance upon Sublessee's 11 execution of this Sublease and prior to entering the Subleased Premises. Sublessor and Sublessee hereby (i) waive the right of subrogation, in the same manner, and to the same extent, as provided in the Lease, and (ii) shall indemnify one another in the same manner, and to the extent, as provided in Section 10.3 of the Lease. View More
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Insurance. a. Liability. Licensee shall throughout the Term of this Agreement and for a period of three (3) years thereafter, obtain and maintain at its own cost and expense that general liability and product liability insurance acceptable to Licensor. Such policy must be written with a licensed insurance company with a Best's rating of not less than A-VIII and, with respect to each policy name Licensor and Artist as an additional named insured. Each policy shall provide for ten (10) days' notice to Licens...or from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of such insurance. Licensee agrees to furnish Licensor certificates of insurance evidencing same within thirty (30) days after execution of this Agreement. b. Errors and Omissions. Licensee shall throughout the Term of this Agreement obtain and maintain at its own cost and expense that errors and omissions insurance acceptable to Licensor. Such policy must be written with a licensed insurance company with a Best's rating of not less than A-VIII and shall specifically name by endorsement to the policy Licensor, Artist and Trust as an additional named insured. The amount of coverage shall be for a minimum mutually agreed upon commercially reasonable amount. The policy shall provide for ten (10) days' notice to Licensor from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of the insurance. Licensee agrees to furnish Licensor certificates of insurance evidencing same within thirty (30) days after execution of this Agreement. View More
Insurance. a. Liability. Licensee shall throughout the Term of this Agreement and for a period of three (3) years thereafter, obtain and maintain at its own cost and expense that general liability and product liability insurance acceptable to Licensor. Such policy must be written with a licensed insurance company with a Best's rating of not less than A-VIII and, with respect to each policy name Licensor and Artist as an additional named insured. Each policy shall provide for ten (10) days' notice to Licens...or from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of such insurance. Licensee agrees to furnish Licensor certificates of insurance evidencing same within thirty (30) days after execution of this Agreement. b. Errors and Omissions. Licensee shall throughout the Term of this Agreement obtain and maintain at its own cost and expense that errors and omissions insurance acceptable to Licensor. Such policy must be written with a licensed insurance company with a Best's rating of not less than A-VIII and shall specifically name by endorsement to the policy Licensor, Licensor and Artist and Trust as an additional named insured. The amount of coverage shall be for a minimum mutually agreed upon commercially reasonable amount. The policy shall provide for ten (10) days' notice to Licensor from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination of the insurance. Licensee agrees to furnish Licensor certificates of insurance evidencing same within thirty (30) days after execution of this Agreement. 15 23. Injunctive Relief/General. Licensee acknowledges that a breach of any of the covenants contained in this Agreement (including Licensee's failure to cease utilizing the Authorized Property and/or Brand Intellectual Property upon the expiration or earlier termination of the Term) will cause irreparable injury to Licensor for which the remedy at law may be inadequate and would be difficult to ascertain. Therefore, in the event of the breach of threatened breach of any such covenants by Licensee, Licensor shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction to restrain Licensee from any threatened or actual activities in violation of any such covenants. Licensee hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings which might be brought to enforce any such covenants without the necessity of proving of actual damages or posting a bond, and in the event Licensor does apply for such an injunction, Licensee shall not raise as a defense thereto that the Licensor has an adequate remedy at law. View More
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Insurance. The Company shall, to the maximum extent permitted by law, include you during your Employment under any directors and officers liability insurance policy that it maintains for similarly situated executives, with coverage at least as favorable to you in amount and each other material respect as the coverage of other similarly situated executives covered thereby (including, if applicable, with respect to coverage for proceedings based or threatened 3 following the termination of your Employment). ...Such obligations shall be binding upon the Company's successors and assigns and shall inure to the benefit of your heirs and personal representatives. For the avoidance of doubt, this Section 9 shall not require the Company to obtain directors and officers liability insurance for its officers or executives. View More
Insurance. The Company shall, to the maximum extent permitted by law, include you during your Employment under any directors and officers liability insurance policy that it maintains for similarly situated executives, with coverage at least as favorable to you in amount and each other material respect as the coverage of other similarly situated executives covered thereby (including, if applicable, with respect to coverage for proceedings based or threatened 3 following the termination of your Employment). ...During your Employment, you shall be designated as a "covered person" under the Company's applicable Director' and Officers' insurance coverage. Such obligations shall be binding upon the Company's successors and assigns and shall inure to the benefit of your heirs and personal representatives. For the avoidance of doubt, this Section 9 shall not require the Company to obtain directors and officers liability insurance for its officers or executives. View More
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Insurance. (a) If available, the Company shall maintain an insurance policy or policies providing liability insurance for Enterprise Fiduciaries which is at least as favorable to the Indemnitee as the policy in effect on the Effective Date and for so long as the Indemnitee's services are covered pursuant to this Agreement, regardless of whether the Company would have the power to indemnify such Enterprise Fiduciaries against such liability under the provisions of this Agreement; provided and to the extent ...that such insurance is available on a reasonable commercial basis, as determined by the Board. To the extent that the Company maintains an insurance policy or policies providing liability insurance for its Enterprise Fiduciaries, the Indemnitee shall be covered by such policy or policies to the maximum extent permitted under its or their terms. However, the Indemnitee shall continue to be entitled to the indemnification rights provided pursuant to this Agreement regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company. (b) In the event of and immediately upon a Change of Control, Company (or any successor to the interests of Company by way of merger, sale of assets, or otherwise) shall be obligated to continue, procure, and otherwise maintain in effect for a period of six (6) years from the date on which such Change of Control is effective a policy or policies of insurance (which may be a "tail" policy) (the "Change of Control Coverage") providing Indemnitee with coverage for losses from alleged wrongful acts occurring on or before the effective date of the Change of Control. If such insurance is in place immediately prior to the Change of Control, then the Change of Control Coverage shall contain limits, retentions or deductibles, terms and exclusions that are no less favorable to Indemnitee than those set forth above. Each policy evidencing the Change of Control Coverage shall be non-cancellable by the insurer except for non-payment of premium. No such policy shall contain any provision that limits or impacts adversely any right or privilege of Indemnitee given by this Agreement. View More
Insurance. (a) If available, In all policies of director and officer liability insurance purchased by Company, the Company shall maintain cause Indemnitee to be named as an insured 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 officers and directors (other than in the case of an independent director liability insurance policy if Indemnitee is not an independent or policies providing liability insurance for Enterprise Fi...duciaries which is at least as favorable outside director). Company shall promptly notify Indemnitee of any good faith determination not to the Indemnitee as the policy in effect on the Effective Date and for so long as the Indemnitee's services are covered pursuant to this Agreement, regardless provide such coverage or of whether the Company would have the power to indemnify any lapse or termination of any such Enterprise Fiduciaries against such liability under the provisions policy. (b) Insurance Upon a Change of this Agreement; provided and to the extent that such insurance is available on a reasonable commercial basis, as determined by the Board. To the extent that the Company maintains an insurance policy or policies providing liability insurance for its Enterprise Fiduciaries, the Indemnitee shall be covered by such policy or policies to the maximum extent permitted under its or their terms. However, the Indemnitee shall continue to be entitled to the indemnification rights provided pursuant to this Agreement regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company. (b) Control. In the event of and immediately upon a Change of Control, Company (or any successor to the interests of Company by way of merger, sale of assets, or otherwise) shall be obligated to continue, procure, and otherwise maintain in effect for a period of six (6) years from the date on which such Change of Control is effective a policy or policies of insurance (which may be a "tail" policy) (the "Change of Control Coverage") providing Indemnitee with coverage for losses from alleged wrongful acts occurring on or before the effective date of the Change of Control. If such insurance is in place immediately prior to the Change of Control, then the Change of Control Coverage shall contain limits, retentions or deductibles, terms and exclusions that are no less favorable to Indemnitee than those set forth above. Each policy evidencing the Change of Control Coverage shall be non-cancellable by the insurer except for non-payment of premium. No such policy shall contain any provision that limits or impacts adversely any right or privilege of Indemnitee given by this Agreement. View More
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