Liability Insurance Clause Example with 26 Variations from Business Contracts

This page contains 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.
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

Variations of a "Liability Insurance" Clause from Business Contracts

Liability Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors' and officers' liability insurance, the Indemnitee shall be covered by such policy or policies policies, in accordance with its or their terms terms, to the maximum extent of the coverage available for the Company's directors any Company director or officer. 7 10. Period of Limitations. No legal action shall be brought and officers. If the Company has such insurance in effect at the time the Co...mpany receives from Indemnitee any notice no cause of the commencement of an action, suit action shall be asserted by or proceeding, the Company shall give prompt notice 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 the Company or any Affiliate of the Company against Indemnitee, all amounts payable as a result Indemnitee's spouse, heirs, executors, or personal or legal representatives after the expiration of two (2) years from the date of accrual of such proceeding in accordance with cause of action, or such longer period as may be required by state law under the terms circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within such policy. period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern. View More
Liability Insurance. To For the extent 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 Proceeding arising from an Indemnifiable Event, the Company maintains an insurance policy or 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 the policies providing of general and/or directors' and ...officers' liability insurance, insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company's current policies. Indemnitee shall be covered named as an insured by such policy or policies policies, in accordance with its or their terms terms, to the maximum extent of the coverage available for any Company director or officer. Without limiting the Company's directors and officers. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice generality of the commencement preceding sentences of an action, suit or proceeding, this Section 8, the Company shall give prompt notice not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof of a majority of the commencement Directors serving as of the date of this Agreement, even if less than a quorum or (ii) if at such action, suit time there are no such directors serving, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld 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. delayed). View More
Liability Insurance. To For the extent 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 Proceeding arising from an Indemnifiable Event, the Company maintains an insurance policy or 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 the policies providing of general and/or directors' and ...officers' liability insurance, insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company's current policies. Indemnitee shall be covered named as an insured by such policy or policies policies, in accordance with its or their terms terms, to the maximum extent of the coverage available for any Company director or officer. Without limiting the Company's directors and officers. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice generality of the commencement preceding sentences of an action, suit or proceeding, this Section 8, the Company shall give prompt notice not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof of a majority of the commencement Directors serving as of the date of this Agreement, even if less than a quorum or (ii) if at such action, suit time there are no such directors serving, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or proceeding to the insurers in accordance with the procedures set forth in the policy. The Company delayed). -9- 9. Period of Limitations. No legal action shall thereafter take all necessary be brought and no cause of action shall be asserted by or desirable action to cause such insurers to pay, on behalf of the Company or any Affiliate of the Company against Indemnitee, all amounts payable as a result Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such proceeding in accordance with cause of action or such longer period as may be required by state law under the terms circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within such policy. period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern. View More
Liability Insurance. To the extent the The Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of "A" or better, providing directors' and officers' Indemnitee with coverage for any liability insurance, the asserted against, or incurred by, Indemnitee shall be covered or on Indemnitee's behalf by such policy or policies in accordance with its or their terms to the maximum extent reason... of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee's status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage available for terms and policy limits at least as favorable to Indemnitee as the Company's directors and officers. insurance coverage provided to any other director or officer of the Company. 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 notice 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. policy.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 the Indemnitee, the 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.11. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. In the event the Company or any of its subsidiaries enters into an indemnification agreement with another director, officer, agent, fiduciary or manager of the Company or any of its subsidiaries containing a term or terms more favorable to the indemnitee than the terms contained herein (as determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable term or terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth in full herein. As promptly as practicable following the execution by the Company or the relevant subsidiary of each indemnity agreement with any such other director, officer or manager (i) the Company shall send a copy of the indemnity agreement to the Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an amendment to this Agreement containing such more favorable term or terms. View More
Liability Insurance. To the extent the The Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies, providing directors' and officers' Indemnitee with coverage for any liability insurance, asserted against, or incurred by, Indemnitee or on Indemnitee's behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a dir...ector or officer of the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee's status as such, whether or not the Company would have the power to indemnify the Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall be covered by such have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or policies in accordance with its or their terms to the maximum extent officer of the coverage available for the Company's directors and officers. Company. 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 notice 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. -8- 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 the Indemnitee, the Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two (2) 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 (2)-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
Liability Insurance. To the extent the The Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of "A" or better, providing directors' and officers' Indemnitee with coverage for any liability insurance, the asserted against, or incurred by, Indemnitee shall be covered or on Indemnitee's behalf by such policy or policies in accordance with its or their terms to the maximum extent reason... of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company and/or any of its subsidiaries, or while serving as a director or officer of the Company and/or any of its subsidiaries, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, employee or agent, (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee's status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage available for terms and policy limits at least as favorable to Indemnitee as the Company's directors and officers. insurance coverage provided to any other director or officer of the Company or any of its subsidiaries. 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 notice 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 the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. View More
Liability Insurance. To the extent the The Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of "A" or better, providing directors' and officers' Indemnitee with coverage 6 for any liability insurance, the asserted against, or incurred by, Indemnitee shall be covered or on Indemnitee's behalf by such policy or policies in accordance with its or their terms to the maximum extent reas...on of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee's status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage available for terms and policy limits at least as favorable to Indemnitee as the Company's directors and officers. insurance coverage provided to any other director or officer of the Company. 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 notice 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
Liability Insurance. To the extent the The Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of "A" or better, providing directors' and officers' Indemnitee with coverage for any liability insurance, the asserted against, or incurred by, Indemnitee shall be covered or on Indemnitee's behalf by such policy or policies in accordance with its or their terms to the maximum extent reason... of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee's status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall 7 have coverage available for terms and policy limits at least as favorable to Indemnitee as the Company's directors and officers. insurance coverage provided to any other director or officer of the Company. 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 notice 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
Liability Insurance. To the extent the The Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of "A" or better, providing directors' and officers' Indemnitee with coverage for any liability insurance, the asserted against, or incurred by, Indemnitee shall be covered or on Indemnitee's behalf by such policy or policies in accordance with its or their terms to the maximum extent reason... of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee's status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage available for terms and policy limits at least as favorable to Indemnitee as the Company's directors and officers. insurance coverage provided to any other director or officer of the Company. 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 notice 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
Liability Insurance. To the extent the The Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of "A" or better, providing directors' and officers' Indemnitee with coverage for any liability insurance, the asserted against, or incurred by, Indemnitee shall be covered or on Indemnitee's behalf by such policy or policies in accordance with its or their terms to the maximum extent reason... of the fact that Indemnitee is or was or has agreed to serve as a director or officer or the Company or, while serving as a director or officer of the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director or officer of another entity, or arising out of Indemnitee's status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement; provided that any such insurance policy shall expressly 6 exclude coverage available for a formal order assessing civil money penalties on an institution-affiliated party, as such term is defined at 12 U.S.C. ยง 1813(u). Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the Company's directors and officers. insurance coverage provided to any other director or officer of the Company. 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 notice 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