Maintenance of Insurance Clause Example with 7 Variations from Business Contracts

Maintenance of Insurance. The Corporation Company represents that it presently has in place certain directors' and officers' liability insurance policies covering its directors and officers. Subject only to the provisions within this Section 10, the Corporation Company agrees that so long as Indemnitee shall have consented to serve or shall continue to serve as a director or officer of the Corporation, Company, or both, or as an Agent of the Corporation, Company, and thereafter so long as Indemnitee shall be subject to a...ny possible Proceeding (such periods being hereinafter sometimes referred to as the "Indemnification Period"), the Corporation Company will use all reasonable efforts to maintain in effect for the benefit of Indemnitee one or more valid, binding and enforceable policies of directors' and officers' liability insurance from established and reputable insurers, providing, in all material respects, coverage both in scope and amount which is no less favorable than are substantially similar to that presently provided or, following the Corporation's Company's initial public offering, than that provided as of the time of such initial public offering. Notwithstanding the foregoing, the Corporation shall not be required to maintain said policies of directors' and officers' liability insurance during any time period if during such period such insurance is not reasonably available or if it is determined in good faith by the then directors of the Corporation either that: (i) The premium cost of maintaining such insurance is substantially disproportionate to the amount of coverage provided thereunder; or 6 (ii) The protection provided by such insurance is so limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the cost of maintaining such insurance. Anything in this Agreement to the contrary notwithstanding, to the extent that and for so long as the Corporation Company shall choose to continue to maintain any policies of directors' and officers' liability insurance during the Indemnification Period, the Corporation Company shall maintain similar and equivalent insurance for the benefit of Indemnitee during the Indemnification Period (unless such insurance shall be less favorable to Indemnitee than the Corporation's Company's existing policies). 5 11. Modification, Waiver, Termination and Cancellation. No supplement, modification, termination, cancellation 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. View More

Maintenance of Insurance. The Corporation Company represents that it presently has in place certain directors' and officers' liability insurance policies covering its directors and officers. Subject only to the provisions within this Section 10, the Corporation Company agrees that so long as Indemnitee shall have consented to serve or shall continue to serve as a director or officer of the Corporation, Company, or both, or as an Agent of the Corporation, Company, and thereafter so long as Indemnitee shall be subject to a...ny possible Proceeding (such periods being hereinafter sometimes referred to as the "Indemnification Period"), the Corporation Company will use all reasonable efforts to maintain in effect for the benefit of Indemnitee one or more valid, binding and enforceable policies of directors' and officers' liability insurance from established and reputable insurers, providing, in all material respects, coverage both in scope and amount which is no less favorable than are substantially similar to that presently provided or, following the Corporation's Company's initial public offering, than that provided as of the time of such initial public offering. Notwithstanding offering to the foregoing, extent such insurance coverage is reasonably available in the Corporation shall not be required to maintain said policies of commercial market for directors' and officers' liability insurance during any time period if during such period such insurance is not reasonably available or if it is determined in good faith by the then directors of the Corporation either that: (i) The premium cost of maintaining such insurance is substantially disproportionate to the amount of coverage provided thereunder; or 6 (ii) The protection provided by such insurance is so limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the cost of maintaining such insurance. Anything in this Agreement to the contrary notwithstanding, to the extent that and for so long as the Corporation Company shall choose to continue to maintain any policies of directors' and officers' liability insurance during the Indemnification Period, the Corporation Company shall maintain similar and equivalent insurance for the benefit of Indemnitee during the Indemnification Period (unless such insurance shall be less favorable to Indemnitee than the Corporation's Company's existing policies). policies) to the extent such insurance coverage is reasonably available in the commercial market for directors' and officers' liability insurance. View More

Maintenance of Insurance. The Corporation Company represents that it presently has in place certain directors' and officers' liability insurance policies covering its directors and officers. Subject only to the provisions within this Section 10, the Corporation Company agrees that so long as Indemnitee shall have consented to serve or shall continue to serve as a director or officer of the Corporation, Company, or both, or as an Agent of the Corporation, Company, and thereafter so long as Indemnitee shall be subject to a...ny possible Proceeding (such periods being hereinafter sometimes referred to as the "Indemnification Period"), the Corporation Company will use all reasonable efforts to maintain in effect for the benefit of Indemnitee one or more valid, binding and enforceable policies of directors' and officers' liability insurance from established and reputable insurers, providing, in all material respects, coverage both in scope and amount which is no less favorable than are substantially similar to that presently provided or, following the Corporation's Company's initial public offering, than that provided as of the time of such initial public offering. Notwithstanding the foregoing, the Corporation shall not be required to maintain said policies of directors' and officers' liability insurance during any time period if during such period such insurance is not reasonably available or if it is determined in good faith by the then directors of the Corporation either that: (i) The premium cost of maintaining such insurance is substantially disproportionate to the amount of coverage provided thereunder; or 6 (ii) The protection provided by such insurance is so limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the cost of maintaining such insurance. Anything in this Agreement to the contrary notwithstanding, to the extent that and for so long as the Corporation Company shall choose to continue to maintain any policies of directors' and officers' liability insurance during the Indemnification Period, the Corporation Company shall maintain similar and equivalent insurance for the benefit of Indemnitee during the Indemnification Period (unless such insurance shall be less favorable to Indemnitee than the Corporation's Company's existing policies). View More

Maintenance of Insurance. (a) The Corporation represents that it presently has in place certain directors' and officers' liability insurance policies covering its the directors and officers. officers of the Corporation and the directors and officers of the wholly owned subsidiaries of the Corporation. Subject only to the provisions within this Section 10, the Corporation agrees that so long as the Indemnitee shall have consented to serve or shall continue to serve as a director or officer of the Corporation, or both, or ...as an Agent of Eligible Party in relation to the Corporation, and thereafter so long as the Indemnitee shall be subject to any possible Eligible Proceeding (such periods being hereinafter sometimes referred to as the "Indemnification Period"), the Corporation will use all reasonable efforts to maintain in effect for the benefit of the Indemnitee one or more valid, binding and enforceable policies of directors' and officers' liability insurance from established and reputable insurers, providing, in all respects, coverage both in scope and amount which is no less favorable than that presently provided or, following the Corporation's initial public offering, than that provided as of the time of such initial public offering. provided. Notwithstanding the foregoing, the Corporation shall not be required to maintain said policies of directors' and officers' liability insurance during any time period if during such period such insurance is not reasonably available or if it is determined in good faith by the then directors of the Corporation either that: (i) The the premium cost of maintaining such insurance is substantially disproportionate to the amount of coverage provided thereunder; or 6 (ii) The the protection provided by such insurance is so limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the cost of maintaining such insurance. (b) Anything in this Agreement to the contrary notwithstanding, to the extent that and for so long as the Corporation shall choose to continue to maintain any policies of directors' and officers' liability insurance during the Indemnification Period, the Corporation shall maintain similar and equivalent insurance for the benefit of the Indemnitee during the Indemnification Period (unless such insurance shall be less favorable to the Indemnitee than the Corporation's existing policies). (c) If the Corporation has in effect policies of directors' and officers' liability insurance at the time that the Indemnitee notifies the Corporation of the commencement of any Eligible Proceeding, the Corporation shall give prompt notice of the commencement of such Eligible Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Corporation 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 Eligible Proceeding in accordance with the terms of such policies. In the event of a Change in Control or the Corporation's becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Corporation shall maintain in force any directors' and officers' liability insurance policies then maintained by the Corporation in providing insurance in respect of the Indemnitee, for a period of six years thereafter (a "Tail Policy"). Such coverage shall be 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 shall be substantially comparable in scope and amount as the expiring policies, shall be placed by the Corporation's existing broker, and the insurance carriers for the Tail Policy shall have an A.M. Best Company, Inc. rating that is the same or better than the A.M. Best Company, Inc. ratings of the expiring policies, or unless otherwise determined by a majority of the then-sitting directors). View More

Maintenance of Insurance. The Corporation represents that it presently has in place certain Upon the Corporation's purchase of directors' and officers' liability insurance policies covering its directors and officers. Subject officers, then, subject only to the provisions within this Section 10, 13, the Corporation agrees that so long as Indemnitee shall have consented to serve or shall continue to serve as a director or officer of the Corporation, or both, or as an Agent of the Corporation, and thereafter so long as Ind...emnitee shall be subject to any possible Proceeding (such periods being hereinafter sometimes referred to as the "Indemnification Period"), the Corporation will use all reasonable efforts to maintain in effect for the benefit of Indemnitee one or more valid, binding and enforceable policies of directors' and officers' liability insurance from established and reputable insurers, providing, in all respects, coverage both in scope and amount which is no less favorable than that presently provided or, following the Corporation's initial public offering, than that provided as of the time of by such initial public offering. preexisting policies. Notwithstanding the foregoing, the Corporation shall not be required to maintain said policies of directors' and officers' liability insurance during any time period if during such period such insurance is not reasonably available or if it is determined in good faith by the then directors of the Corporation either that: (i) (a) The premium cost of maintaining such insurance is substantially disproportionate to the amount of coverage provided thereunder; or 6 (ii) (b) The protection provided by such insurance is so limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the cost of maintaining such insurance. Anything in this Agreement to the contrary notwithstanding, to the extent that and for so long as the Corporation shall choose to continue to maintain any policies of directors' and officers' liability insurance during the Indemnification Period, the Corporation shall maintain similar and equivalent insurance for the benefit of Indemnitee during the Indemnification Period (unless such insurance shall be less favorable to Indemnitee than the Corporation's existing policies). -7- 14. Modification, Waiver, Termination and Cancellation. No supplement, modification, termination, cancellation 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. View More

Maintenance of Insurance. The Corporation represents that it presently has in place certain directors' and officers' liability insurance policies covering its the directors and officers. officers of the Corporation and the directors, managers and officers of the wholly-owned subsidiaries of the Corporation. Subject only to the provisions within this Section 10, the Corporation agrees that so long as Indemnitee shall have consented to serve or shall continue to serve as a director or officer of the Corporation as a direct...or, manager or officer of a wholly-owned subsidiary of the Corporation, or both, one or more of such positions, or as an Agent of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding (such periods being hereinafter sometimes referred to as the "Indemnification Period"), the Corporation will use all reasonable efforts to maintain in effect for the benefit of Indemnitee one or more valid, binding and enforceable policies of directors' and officers' liability insurance from established and reputable insurers, providing, in all respects, coverage both in scope and amount which is no less favorable than that presently provided or, following the Corporation's initial public offering, than that provided as of the time of such initial public offering. Notwithstanding the foregoing, the Corporation shall not be required to maintain said policies of directors' and officers' liability insurance during any time period if during such period such insurance is not reasonably available or if it is determined in good faith by the then directors of the Corporation either that: (i) The (a)The premium cost of maintaining such insurance is substantially disproportionate to the amount of coverage provided thereunder; or 6 (ii) The or(b)The protection provided by such insurance is so limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the cost of maintaining such insurance. Anything in this Agreement to the contrary notwithstanding, to the extent that and for so long as the Corporation shall choose to continue to maintain any policies of directors' and officers' liability insurance during the Indemnification Period, the Corporation shall maintain similar and equivalent insurance for the benefit of Indemnitee during the Indemnification Period (unless such insurance shall be less favorable to Indemnitee than the Corporation's existing policies). policies).11.Modification, Waiver, Termination and Cancellation. No supplement, modification, termination, cancellation 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. View More

Maintenance of Insurance. The Corporation represents that it presently has in place certain directors' and officers' liability insurance policies covering its directors and officers. Subject only to the provisions within this Section 10, the Corporation agrees that so long as Indemnitee shall have consented to serve or shall continue to serve as a director or officer of the Corporation, or both, or as an Agent of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding (such perio...ds being hereinafter sometimes referred to as the "Indemnification Period"), the Corporation will use all reasonable efforts to maintain in effect for the benefit of Indemnitee one or more valid, binding and enforceable policies of directors' and officers' liability insurance from established and reputable insurers, providing, in all respects, coverage both in scope and amount which is no less favorable than that presently provided or, following the Corporation's initial public offering, than that provided as of the time of such initial public offering. Notwithstanding the foregoing, the Corporation shall not be required to maintain said policies of directors' and officers' liability insurance during any time period if during such period such insurance is not reasonably available or if it is determined in good faith by the then directors of the Corporation either that: (i) The premium cost of maintaining such insurance is substantially disproportionate to the amount of coverage provided thereunder; or 6 (ii) The protection provided by such insurance is so limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the cost of maintaining such insurance. Anything in this Agreement to the contrary notwithstanding, to the extent that and for so long as the Corporation shall choose to continue to maintain any policies of directors' and officers' liability insurance during the Indemnification Period, the Corporation shall maintain similar and equivalent insurance for the benefit of Indemnitee during the Indemnification Period (unless such insurance shall be less favorable to Indemnitee than the Corporation's existing policies). 6 9. Modification, Waiver, Termination and Cancellation. No supplement, modification, termination, cancellation 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. View More