D&O Tail Clause Samples

D&O Tail. The Company shall have provided Buyer with evidence reasonably satisfactory to Buyer of the purchase of the D&O Tail together with a successor-in-interest endorsement in accordance with Section 4.13;

D&O Tail. The Company shall obtain a fully-paid six-year “tail” insurance policies (the “D&O Tail”) with respect to directors’ and officers’ liability insurance of the type and with the amount of coverage no less favorable in all material respects than those of the directors’ and officers’ liability insurance maintained as of the date hereof by the Company and its Subsidiaries (the “Current Policies”), and with such other terms as are no less favorable in the aggregate in all material respects than those in the Current Policies. The cost of the D&O Tail shall be considered in the Transaction Costs pursuant to this Agreement. Buyer shall cause the Company to maintain the D&O Tail in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Company, as applicable, and no other Party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 7.11.

D&O Tail. On the Closing Date, Parent shall: (i) cause an amount equal to fifty percent (50%) of the D&O Tail premium as set forth on Schedule 2.04(a)(vi) to be deducted from the Merger Consideration otherwise payable to the Interest Holders; and (ii) be entitled to retain (and maintain for Parent’s own use) such amount, it being acknowledged and agreed that it shall be Company’s obligation to obtain the D&O Tail.

D&O Tail. (a) Prior to the Closing, HoldCo shall purchase and pay the full premium with respect to an extended reporting period endorsement under HoldCo’s existing directors’ and officers’ liability and fiduciary liability policies to provide directors and officers of the Companies prior to the Closing with run-off coverage with respect to matters occurring prior to the Closing for a period of six (6) years after the Closing (the “D&O Tail”). Neither Parent nor Operator shall, nor shall Parent or Operator cause HoldCo to, take any action that results in the cancellation or termination of, or amend or otherwise modify, the D&O Tail. The cost of the D&O Tail shall be borne by HoldCo and shall be included in the Transaction Expenses. (b) The obligations of Parent and Operator under this Section 8.3 shall survive the Closing and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 8.3 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this

D&O Tail. Buyer may purchase, or cause to be purchased, the D&O Tail at Shareholder’s sole expense. Shareholder agrees to cooperate in applications for, and acquisition of, the D&O Tail by performing all reasonably necessary acts, including, but not limited to, assisting in the preparation and submission of applications, responding to questions and requests from brokers, underwriters and insurers in connection therewith, and supplying truthful information for such applications.

D&O Tail. Prior to the Closing, the Company shall obtain and fully pay for “tail” insurance policies with a claims period of at least seven years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date (the expenses of such tail insurance shall not exceed $35,000 and be referred to herein as the "D&O Insurance Expenses").

D&O Tail. (a) Prior to the Closing, the Company shall obtain and fully pay the premium for a non-cancellable extended reporting period endorsement to the Company’s existing directors’ and officers’ liability insurance policy to be effective for a period of at least six (6) years beginning on the Effective Time (the “D&O Tail”). (b) From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, (i) the indemnification provisions in the Organizational Documents of the Surviving Corporation whereby the Surviving Corporation is obligated to indemnify those Persons who are the directors and officers of the Company as of immediately prior to the Effective Time (the “D&O Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time shall not be amended, modified, or waived, except (x) where such amendment, modification or waiver does not materially and adversely affect the D&O Indemnified Persons or does not disproportionately affect the D&O Indemnified Persons relative to the other directors and officers of the Surviving Corporation that are not D&O Indemnified Persons, or (y) is required under applicable Law, and (ii) the Surviving Corporation shall not take any action that is intended to retroactively invalidate or negate the indemnification provisions in the Organizational Documents of the Company that are in effect as of immediately prior to the Effective Time. (c) The provisions of this Section 6.6 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. This Section 6.6 may not be amended, altered or repealed without the prior written consent of the affected D&O Indemnified Person.

D&O Tail. Prior to the Closing, the Company shall use commercially reasonable efforts to obtain and fully pay for “tail” insurance policies with a claims period of at least seven (7) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ acts and omissions in their capacities as directors and officers associated with the business of the Company Group prior to the Closing (“D&O Tail Policy”). The D&O Tail Policy shall be in a form reasonably acceptable to the Purchaser and in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date.

D&O Tail. Prior to the Closing, the Company shall obtain and fully pay for “tail” insurance policies with a claims period of at least seven (7) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to ▇▇▇▇▇▇ and the other resigning directors’ (collectively, the “Directors”) acts and omissions in their capacities as directors and officers associated with the business of the Company and ▇▇▇▇▇▇ USA prior to the Closing (“D&O Tail Policy”). Purchaser shall maintain the D&O Tail Policy in full force and effect and continue to honor the obligations thereunder until the seventh anniversary of the Closing Date.