Liability Insurance Contract Clauses (549)

Grouped Into 17 Collections of Similar Clauses From Business Contracts

This page contains Liability Insurance clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Liability Insurance. For the duration of Indemnitee's service as a director or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain in effect policies of directors' and officers' liability insurance providing coverage that is at least substantially comparable in scope and am...ount to that provided by the Company's current policies of directors' and officers' liability insurance. In all policies of directors' and officers' liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company's directors, if Indemnitee is a director, or of the Company's officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other related materials. View More
Found in KLUDEIN I ACQUISITION CORP contract
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Liability Insurance. For the duration of Indemnitee's service as a director or officer [director/officer] of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors' and officers' liability insurance providing coverage that is at least substanti...ally comparable in scope and amount to that provided by the Company's current policies of directors' and officers' liability insurance. In all policies of directors' and officers' liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company's directors, if Indemnitee is a director, or of the Company's officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, Notwithstanding the foregoing, the Company will shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide to an insufficient benefit, or if Indemnitee copies is covered by similar insurance maintained by a parent or subsidiary of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other related materials. the Company. View More
Found in BRUKER CORP contract
Liability Insurance. For the duration of Indemnitee's service as a director or officer director/officer of the Company, Corporation, and thereafter for so long as Indemnitee shall may be subject to any pending Claim Proceeding relating to an Indemnifiable Event, the Company shall Corporation must use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors' and officers' liability insurance pr...oviding coverage that is at least substantially comparable in scope and amount to that provided by the Company's Corporation's current policies of directors' and officers' liability insurance. In all policies of directors' and officers' liability insurance maintained by the Company, policies. Indemnitee shall be named as an insured in all the directors' and officers' liability insurance policies maintained by the Corporation in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company's Corporation's directors, if Indemnitee is a director, or of the Company's Corporation's officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company will Corporation must provide to Indemnitee copies of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other related materials. 8 15. No Duplication of Payments. The Corporation will not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, any of the Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Corporation hereunder. View More
Found in NTN BUZZTIME INC contract
Liability Insurance. For To the duration of Indemnitee's service as a director extent the Company maintains liability insurance applicable to directors, officers, employees, agents or officer of the Company, and thereafter for so long as fiduciaries, Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain in effect covered by such... policies of directors' and officers' liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company's current policies of directors' and officers' liability insurance. In all policies of directors' and officers' liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company's directors, directors who are not employees of the Company, if Indemnitee is a director, director who is not employed by the Company; or of the Company's officers, if Indemnitee is a director of the Company and is also employed by the Company, or is not a director of the Company but is an officer; or in the Company's sole discretion, if Indemnitee is not an officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other related materials. or director but is an employee, agent or fiduciary. View More
Found in Extreme Networks, Inc. contract
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Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the Company's directors and officers. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt n...otice of the commencement of such action, suit or proceeding to the insurers 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, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. View More
Found in New Fortress Energy LLC contract
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Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, the The Indemnitee shall be covered by such the applicable directors' and officers' liability insurance policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the Company's directors and officers. If When the Company has such insurance in effect at or the time the Company Bank receives from Indemnitee any notice of the c...ommencement of an action, suit suit, or proceeding, the Company shall give prompt notice of the commencement of such the action, suit suit, or proceeding shall be provided to the insurers in accordance with the procedures set forth in of the policy. applicable liability insurance policy or policies. The Company or the Bank shall thereafter take all necessary or desirable action to cause such insurers to pay, pay on behalf of Indemnitee, Indemnitee all amounts payable as a result of such the proceeding in accordance with the terms of such policy. the policy or policies. View More
Found in Eagle Bancorp Montana, Inc. contract
Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the Company's directors and officers. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt n...otice of the commencement of such action, suit or proceeding to the insurers 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, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. 5 10. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. View More
Found in Virgin Trains USA LLC contract
Liability Insurance. To the extent the The Company maintains an insurance shall maintain a policy or policies of insurance with commercially reasonable insurance companies providing directors' directors and officers' officers with coverage for any liability insurance, asserted by reason of the fact that they are serving as a director or officer or have agreed to serve as a director, officer, employee or agent of another enterprise. Indemnitee shall be covered by such policy or policies in accordance with its or thei...r terms to the maximum extent of the coverage available for any of the Company's directors and officers. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit suit, proceeding or proceeding, Claim, the Company shall give prompt notice of the commencement of such action, suit suit, proceeding or proceeding Claim to the its insurers thereunder in accordance with the procedures set forth in the policy. therein. The Company shall thereafter take all necessary or desirable action actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of any such action, suit, proceeding or Claim in accordance with the terms of such policy. policies. View More
Found in SAFE AUTO INSURANCE GROUP, INC. contract
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Liability Insurance. To the extent the Corporation maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Corporation director or officer.
Found in Emerald Oil, Inc. contract
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Liability Insurance. To the extent the Corporation maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available and maintained by the Corporation for any Corporation director or officer. officer of the Corporation or any applicable subsidiary or affiliated company.
Found in Targa Resources Partners LP contract
Liability Insurance. To the extent the Corporation maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available and maintained by the Corporation for any Corporation director or officer. officer of the Corporation or any applicable subsidiary or affiliated company.
Found in Targa Resources Corp. contract
Liability Insurance. To the extent the Corporation Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Corporation Company director or officer.
Found in VistaGen Therapeutics, Inc. contract
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Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy ...amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company's becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors' and officers' liability insurance policies then maintained by the Company in providing insurance in respect of Indemnitee, for a period of six years thereafter. View More
Found in Aeglea BioTherapeutics, Inc. contract
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Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy ...amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. Without limitation of the 4 foregoing, in the event of a Change in Control, the Company or its successor shall maintain, for an aggregate period of six years from the effective date of the Change in Control, a directors and officers liability insurance policy (or single premium tail coverage with respect to such insurance) for the benefit of the Indemnitee that provides coverage for events occurring prior to the Change in Control that is at least comparable to and in the same amount as the policy existing prior to the Change in Control. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company's becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors' and officers' liability insurance policies then maintained by the Company in providing insurance in respect of Indemnitee, for a period of six years thereafter. View More
Found in Rudolph Technologies, Inc. contract
Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy ...amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman Chairperson of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company's becoming insolvent, including being placed into receivership or entering the federal 3 bankruptcy process, the Company shall maintain in force any directors' and officers' liability all insurance policies then maintained by the Company in providing insurance in insurance—directors' and officers' liability, fiduciary, employment practices or otherwise—in respect of Indemnitee, the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company's incumbent insurance broker or a broker selected by a majority of the Independent Directors. View More
Found in GRAYBUG VISION, INC. contract
Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy ...amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company's becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors' and officers' liability all insurance policies then maintained by the Company in providing insurance in insurance—directors' and officers' liability, fiduciary, employment practices or otherwise—in respect of Indemnitee, the individual directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company's incumbent insurance broker or a broker selected by a majority of the Independent Directors. 3 6. Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event within (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. The right to advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal therein. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company's Bylaws or the DGCL, and no additional form of undertaking with respect to such obligation to repay shall be required. Indemnitee's undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon. In the event that Indemnitee's request for the advancement of expenses shall be accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel's view, then such expenses shall be deemed reasonable in the absence of clear and convincing evidence to the contrary. View More
Found in ADURO BIOTECH, INC. contract
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Liability Insurance. The Company shall cover the Employee under directors' and officers' liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors.
Found in Jones Energy, Inc. contract
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Liability Insurance. The Company Employer shall cover the Employee under directors' and officers' liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company Employer covers its other officers and directors.
Found in Legacy Reserves Inc. contract
Liability Insurance. The Company shall cover the Employee Executive under directors' and officers' liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors.
Found in Falcon Minerals Corp contract
Liability Insurance. The Company shall cover the Employee Executive under directors' directors and officers' officers liability insurance both during and, while potential liability exists, after the term termination of this Agreement Executive's employment in the same amount and to the same extent as the Company covers its other officers and non-independent directors.
Found in Hill-Rom Holdings Inc. contract
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Liability Insurance. (a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from... established and reputable insurers, as more fully described below. In the event of a Change in Control, the Company shall, as set forth in Section (c) below, either: i) maintain such D&O Insurance for six years; or ii) purchase a six year tail for such D&O Insurance. (b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's independent directors (as defined by the insurer) if the Indemnitee is such an independent director; of the Company's non-independent directors if the Indemnitee is not an independent director; of the Company's officers if the Indemnitee is an officer of the Company; or of the Company's key employees, if the Indemnitee is not a director or officer but is a key employee. (c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance at all, or of any type, terms, or amount, 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 so as to provide an insufficient or unreasonable benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of 3 reasonable terms and duration can be purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance can be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee. View More
Found in ACTIVE NETWORK INC contract
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Liability Insurance. (a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee Indemnitees shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee Indemnitees shall be subject to any possible Proceeding by reason of the fact that the Indemnitee Indemnitees was an Agent of the Company, the Company, subject to Section 3(c), Company shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ...("D&O Insurance") in reasonable amounts from established and reputable insurers, as more fully described below. In the event of a Change in Control, the Company shall, as set forth in Section (c) below, either: i) maintain such D&O Insurance for six years; or ii) purchase a six year tail for such D&O Insurance. 2 (b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee Indemnitees shall qualify as an insured in such a manner as to provide the Indemnitee Indemnitees the same rights and benefits as are accorded to the most favorably insured of the Company's independent directors (as defined by the insurer) if the Indemnitee Indemnitees is such an independent director; of the Company's non-independent directors if the Indemnitee Indemnitees is not an independent director; of the Company's officers if the Indemnitee Indemnitees is an officer of the Company; or of the Company's key employees, if the Indemnitee Indemnitees is not a director or officer but is a key employee. (c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance at all, or of any type, terms, or amount, 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 so as to provide an insufficient or unreasonable benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of 3 reasonable terms and duration can be purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance can be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee. View More
Found in iBio, Inc. contract
Liability Insurance. (a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from... established and reputable insurers, insurers of a minimum A.M. Best rating of A-VII, and as more fully described below. In the event of a Change in Control, the Company shall, as set forth in Section (c) below, 3(c), either: i) (i) maintain such D&O Insurance for six (6) years; or ii) (ii) purchase a six (6) year tail for such D&O Insurance. (b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's independent directors (as defined by the insurer) if the Indemnitee is such an independent director; Agents of the Company's non-independent directors if the Indemnitee is not an independent director; of the Company's officers if the Indemnitee is an officer of the Company; or of the Company's key employees, if the Indemnitee is not a director or officer but is a key employee. same standing as Indemnitee. (c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance at all, or of any type, terms, or amount, if the Company determines in good faith and after using commercially reasonable efforts 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 so as to provide an insufficient or unreasonable benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; or the Company is to be acquired and a tail policy of 3 reasonable terms and duration can be purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance can be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee. View More
Found in ON24 INC contract
Liability Insurance. (a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from... established and reputable insurers, as more fully described below. In the event of a Change in Control, the Company shall, as set forth in Section (c) below, either: i) maintain such D&O Insurance for six years; or ii) purchase a six year tail for such D&O Insurance. (b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's independent directors (as defined by the insurer) if the Indemnitee is such an independent director; of the Company's non-independent directors if the Indemnitee is not an independent director; of the Company's officers if the Indemnitee is an officer of the Company; or of the Company's key employees, if the Indemnitee is not a director or officer but is a key employee. If Indemnitee is not a director, officer or an employee of the Company, but rather is another agent of the Company, Indemnitee shall have rights and benefits under the D&O Policy as are reasonable and customary for agents serving in such a capacity. (c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the provisions of Sections 3(a) and 3(b) hereof, the Company shall have no obligation to obtain or maintain D&O Insurance at all, or of any type, terms, or amount, 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 or unreasonable benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of 3 reasonable terms and duration can be is purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance can will be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee. View More
Found in PAN AMERICAN GOLDFIELDS LTD contract
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Liability Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are 9 provided to the most favorably insured of the Company's directors who are not employees of the Company, if Indemnitee is a director who is not employed by the Company; or of the Company's officers, if Indemnitee is a director of the Company and is al...so employed by the Company, or is not a director of the Company but is an officer; or in the Company's sole discretion, if Indemnitee is not an officer or director but is an employee, agent or fiduciary. In the event of a Change in Control or the Company's becoming insolvent, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance — directors' and officers' liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter (a "Tail Policy"). Such coverage shall be non-cancellable and shall be placed by the Company's incumbent insurance broker. Such broker shall place the Tail policy with the incumbent insurance carriers using the policies that were in place at the time of the change of control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company's insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies). View More
Found in Restoration Robotics, Inc. contract
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Liability Insurance. To So long as Indemnitee serves as a director and/or officer of the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Company, and thereafter for so long as Indemnitee shall be covered by such policies in such a manner as subject to provide Indemnitee any pending or potential Indemnifiable Event, the same rights Company shall use commercially reasonable efforts (taking into account the scope and benefits as are 9 provided amount... of coverage available relative to the most favorably insured cost thereof) to cause to be maintained in effect policies of the Company's directors' and officers' liability insurance providing coverage for directors who are not employees of the Company, if Indemnitee is a director who is not employed by the Company; or of the Company's officers, if Indemnitee is a director and/or officers of the Company that is at least substantially comparable in scope and is also employed amount to that provided by the Company, or is Company's policies of directors' and officers' liability insurance in effect at the date hereof. The minimum AM Best rating for the insurance carriers shall not a director of the Company but is an officer; or in the Company's sole discretion, if Indemnitee is not an officer or director but is an employee, agent or fiduciary. be less than A- VI. In the event of a Change in Control or if the Company's becoming insolvent, Company becomes insolvent or subject to receivership or bankruptcy proceedings, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance — directors' and officers' liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, liability insurance policies that provide coverage to Indemnitee for a fixed period of six years thereafter (a "Tail Policy"). Such coverage shall be non-cancellable and shall be placed by the Company's incumbent insurance broker. Such broker shall place at the Tail policy time of such event, and placed with the incumbent insurance carriers using the policies that were in place at the time of such event or with substantially equivalent carriers using substantially comparable policy terms. To the change of control event (unless extent the incumbent carriers will not offer Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in which case the Tail Policy placed by the Company's insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same accordance with its or better than the AM Best ratings of the expiring policies). their terms. View More
Found in Aircastle LTD contract
Liability Insurance. The Company shall use its commercially reasonable efforts to maintain in full force and effect its liability insurance (as currently in effect or reasonably comparable coverage) applicable to directors, officers, employees, agents or fiduciaries. To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are 9 pro...vided accorded to the most favorably insured of the Company's directors who are not employees of the Company, directors, if Indemnitee is a director who is not employed by the Company; director; or of the Company's officers, if Indemnitee is a director of the Company and is also employed by the Company, or is not a director of the Company but is an officer; or in of the Company's sole discretion, key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is an a key employee, agent or fiduciary. In the event of a Change in Control or the Company's becoming insolvent, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance — directors' and officers' liability, fiduciary, employment practices or otherwise—in otherwise — in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter (a "Tail Policy"). Such coverage shall be non-cancellable and shall be placed by the Company's incumbent insurance broker. Such broker shall place the Tail policy with the incumbent insurance carriers using the policies that were in place at the time of the change of control Change in Control event or at the time the Company became Insolvent (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company's insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies). View More
Found in LANTRONIX INC contract
Liability Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are 9 provided to the most favorably insured of the Company's directors who are not employees of the Company, if Indemnitee is a director who is not employed by the Company; or of the Company's officers, if Indemnitee is a director of the Company and is al...so employed by the Company, or is not a director of the Company but is an officer; or in the Company's sole discretion, if Indemnitee is not an officer or director but is an employee, agent or fiduciary. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors' and officers' 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 necessary or desirable 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 policies. For the duration of Indemnitee's service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors' and officers' liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and 10 amount to that provided by the Company's current policies of directors' and officers' liability insurance. The minimum AM Best rating for the insurance carriers of such insurance carrier shall be not less than A- VI. In the event of a Change in Control or the Company's becoming insolvent, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain in force any and all insurance policies then maintained by the Company in providing insurance — directors' insurance—directors' and officers' liability, fiduciary, employment practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter (a "Tail Policy"). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company's incumbent insurance broker. Such broker shall place the Tail policy Policy with the incumbent insurance carriers using the policies that were in place at the time of the change of control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company's insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies). View More
Found in Trade Desk, Inc. contract
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Liability Insurance. The Bank and the Corporation shall obtain liability insurance coverage for Executive under an insurance policy with similar terms as that which is currently covering officers and directors of the Bank and the Corporation against lawsuits, arbitrations or other legal or regulatory proceedings.
Found in LINKBANCORP, Inc. contract
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Liability Insurance. The Bank and the Corporation shall obtain liability insurance coverage coverage, if available, for the Executive under an insurance policy with similar terms as that which is currently covering officers and directors of the Bank and the Corporation against lawsuits, arbitrations or other legal or regulatory proceedings.
Found in ENB Financial Corp contract
Liability Insurance. The Bank and the Corporation shall obtain liability insurance coverage for the Executive under an insurance policy with similar terms as that which is currently covering officers and directors of the Bank and the Corporation against lawsuits, arbitrations or other legal or regulatory proceedings.
Found in GNB FINANCIAL SERVICES INC contract
Liability Insurance. The Bank and the Corporation shall obtain liability insurance coverage for the Executive under an insurance policy with similar terms as that which is currently covering officers and directors of the Bank and the Corporation against lawsuits, arbitrations or other legal or regulatory proceedings.
Found in ACNB CORP contract
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Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance cover...age against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall 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 directors, if Indemnitee is a director; of the Company's officers, if Indemnitee is not a director of the Company but is an officer; of the Company's key employees, if Indemnitee is not an officer or director but is a key employee; or of any combination of the foregoing in which Indemnitee serves, if Indemnity serves in more capacities than just a director, an officer or a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company. View More
Found in CAMBER ENERGY, INC. contract
Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such i...nsurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' such liability insurance, Indemnitee shall 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 directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; of the Company's key employees, if Indemnitee is not an officer or director but is a key employee; or of any combination of the foregoing in which Indemnitee serves, if Indemnity serves in more capacities than just a director, an officer or a key employee. officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent Related Entity of the Company. View More
Found in LianBio contract
Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers directors, officers, employees and directors agents of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. agreement. Among other considerations, the Company will ...weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all such policies of directors' and officers' liability insurance, Indemnitee shall 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 directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an a director or officer or director but is a key an employee; or of any combination of the foregoing in which Company's agents, if Indemnitee serves, if Indemnity serves in more capacities than just is not a director, an officer or a key employee. employee but is an agent. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company. View More
Found in Resonant Inc contract
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Liability Insurance. The Company shall maintain an insurance policy or insurance policies (from insurance carriers with an A.M. Best rating of "A" or higher in the case of primary coverage and "A-" or higher in the case of excess coverage) providing directors' and officers' liability insurance, and Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any of the Company's directors and officers. If the Company receives from In...demnitee any notice of a Claim, the Company shall give prompt notice of the Claim to the insurer(s) in accordance with the procedures set forth in the policy(ies). The Company shall thereafter take all necessary or desirable action to cause such insurer(s) to pay, to or on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policy(ies). Nothing herein shall (a) relieve the Company of any of its indemnification obligations or (b) prevent Indemnitee from directly providing notice of a Claim to such insurer(s) or directly pursuing recovery under such policies. View More
Found in Protective Insurance Corp contract
Liability Insurance. The To the extent the Company shall maintain maintains an insurance policy or insurance policies (from insurance carriers with an A.M. Best rating of "A" or higher in the case of primary coverage and "A-" or higher in the case of excess coverage) providing directors' and officers' liability insurance, and Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any of the Company's directors and officers. If ...the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of a Claim, the Company shall give prompt notice of the Claim to the insurer(s) in accordance with the procedures set forth in the policy(ies). The Company shall thereafter take all necessary or desirable action to cause such insurer(s) to pay, to or on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policy(ies). Nothing herein shall (a) (i) relieve the Company of any of its indemnification obligations or (b) (ii) prevent Indemnitee from directly providing notice of a Claim to such insurer(s) or directly pursuing recovery under such policies. View More
Found in OneMain Holdings, Inc. contract
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