Common use of Tail Policy Clause in Contracts

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, NewCo shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering those Persons who are currently covered by such policies of the Target Companies and dMY with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. (ii) At or prior to the Closing Date, NewCo shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any Target Company’s and dMY’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any Target Company’s or dMY’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall NewCo be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums currently payable by the Company and dMY with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any Target Company shall be settled without the prior written consent of NewCo.

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, NewCo Trident shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering those Persons who are currently covered by such policies of the Target Companies and dMY Trident with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. (ii) At or prior to the Closing Date, NewCo shall Trident shall, purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any Target Company’s and dMYTrident’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any Target Company’s or dMYTrident’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall NewCo Trident be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums currently payable by the Company and dMY Trident with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any Target Company shall be settled without the prior written consent of NewCothe Company.

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, NewCo the Buyer shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering those the Indemnified Persons who are currently covered by such policies of and the Target Companies and dMY Buyer with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. (ii) At or prior to the Closing Date, NewCo the Company shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any Target Group Company’s and dMYthe Buyer’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any Target Group Company’s or dMYthe Buyer’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall NewCo the Buyer be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums premium currently payable by the Company and dMY with respect to such current policies policy (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any Target Group Company shall be settled without the prior written consent of NewCothe Company. The Indemnified Persons are intended third party beneficiaries of this Section 8.15.

Tail Policy. (i) For a period of six (6) years from and after the Closing Date, NewCo the Buyer shall purchase and maintain in effect policies of directors’ and officers’ liability insurance covering those the Indemnified Persons who are currently covered by such policies of and the Target Companies and dMY Buyer with respect to claims arising from facts or events that occurred on or before the Closing and with no less favorable substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy. (ii) At or prior to the Closing Date, NewCo the Company shall purchase and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided by any Target Group Company’s and dMYthe Buyer’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the Effective Execution Date by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under any Target Group Company’s or dMYthe Buyer’s existing policies (the policies contemplated by the foregoing clauses (i) and (ii), collectively, the “Tail Policy”); provided that in no event shall NewCo the Buyer be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums premium currently payable by the Company and dMY with respect to such current policies policy (the “Premium Cap”); provided, further, that if such minimum coverage under any such Tail Policy is or becomes not available at the Premium Cap, then any such Tail Policy shall contain the maximum coverage available at the Premium Cap. No claims made under or in respect of such Tail Policy related to any fiduciary or employee of any Target Group Company shall be settled without the prior written consent of NewCothe Company. The Indemnified Persons are intended third party beneficiaries of this Section 8.13.