Directors and Officers Coverage Clause Samples

The Directors and Officers Coverage clause provides insurance protection for individuals serving as directors or officers of a company against claims made for alleged wrongful acts in their official capacities. This coverage typically includes legal defense costs, settlements, and judgments arising from lawsuits or regulatory actions related to decisions or actions taken by directors and officers while managing the company. Its core function is to safeguard the personal assets of company leaders and encourage qualified individuals to serve in these roles by mitigating the financial risks associated with their responsibilities.
Directors and Officers Coverage. The Company represents that it had directors’ and officers’ (“D&O”) insurance coverage, including “tail coverage,” during Executive’s employment with the Company, and that Executive was covered under such D&O coverage for the period Executive served as an employee or officer of the Company. Executive shall continue to be entitled to the benefits of such coverage with respect to Executive’s services performed for the Company through Executive’s termination date, subject to the applicable terms of the applicable policies. The D&O coverage provided by the Company will continue after the termination of Executive’s employment and status as an officer, and the Company presently intends to continue such coverage indefinitely at existing (or greater) levels (other than to the extent the foregoing is limited as to all current and former officers and directors covered by the applicable policies).
Directors and Officers Coverage. TNCI shall have purchased Directors and Officers liability insurance policies in favor of the existing directors and officers and the officers and directors set forth in Paragraph 16 in amounts and on terms reasonably acceptable to IFT, but in any event with limits not less than Fifteen Million Dollars ($15,000,000), to be effective immediately following the Closing Date and with an insurer reasonably acceptable to IFT.
Directors and Officers Coverage. To the extent permitted by applicable law, the Company will maintain Director and Officer insurance for the benefit of the Executive to the maximum extent and for the maximum duration provided under applicable bylaws and insurance policies in effect as of the Date of Termination.
Directors and Officers Coverage. The Insurer shall pay Non-Indemnified Loss of an Insured Person (including an Outside Entity Executive) that arises from: (1) a Claim made against such Insured Person; or (2) a Pre-Claim Inquiry received by and with respect to such Insured Person.
Directors and Officers Coverage. After the Effective Date, Parent will maintain, subject to market availability, $100 million in directors' and officers' coverage, insuring the directors and officers of PG&E for a period of six years after the Effective Date, either under a Parent Policy or as a separate Policy, for their activities in their capacities as officers and directors prior to the Effective Date. PG&E shall promptly pay or reimburse Parent, as the case may be, for premium expenses attributable to covered Persons of PG&E, and PG&E shall promptly pay or reimburse Parent all Costs that Parent may incur in connection with the Policies maintained pursuant to this Section 9.10, including any subsequent premium adjustments resulting from claims arising from wrongful acts of directors, officers and other covered Persons of PG&E. The provisions of this Article IX shall apply in respect of any such Policy; provided, that if a separate Policy is obtained it will be treated as a -------- Parent Policy in respect of such provisions.

Related to Directors and Officers Coverage

  • Directors and Officers Insurance The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

  • Directors and Officers Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

  • Directors and Officers 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 coverage 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; 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 officer or director but is 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.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

  • Indemnification; Directors’ and Officers’ Liability Insurance Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company's Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time. In addition, the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, at the level in effect immediately prior to the Termination Date, for the three year period following the Termination Date, and throughout the period of any applicable statute of limitations.