Director and Officer Insurance Clause Samples
The Director and Officer Insurance clause requires the company to obtain and maintain insurance coverage that protects its directors and officers from personal liability arising from their official actions. Typically, this insurance covers legal costs, settlements, or judgments resulting from lawsuits or claims made against directors and officers for alleged wrongful acts in their corporate roles. By providing this protection, the clause ensures that qualified individuals are willing to serve in leadership positions without fear of personal financial loss, thereby supporting effective corporate governance and risk management.
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Director and Officer Insurance. During the Employment Period, and at all times thereafter during which you remain an executive officer of the Company, the Company or its Affiliates will provide you with directors’ and officers’ insurance liability coverage to cover claims arising from your activities on behalf of the Company and its Affiliates, in the same manner as such insurance is provided to other similarly-situated executive officers or directors of the Company and its Affiliates.
Director and Officer Insurance. The Company shall have procured as of the Effective Date and shall maintain director and officer insurance coverage in a manner consistent with the Company’s business industry standards.
Director and Officer Insurance. The Company will use its best efforts to obtain and maintain in full force and effect director and officer liability insurance in the amount approved in good faith by the Board of Directors of the Company.
Director and Officer Insurance. The Company shall use its best ------------------------------ efforts to obtain and maintain director's and officer's insurance for the Executive (in such amounts as are appropriate for executives of businesses comparable to that of the Company) pursuant to Board of Directors indemnity agreements then in force and shall give timely notice to the Executive of termination of any such insurance policy.
Director and Officer Insurance. As of the Closing, the Company will have obtained director and officer insurance in an aggregate coverage amount of not less than $5,000,000, to be effective as of the Closing, under a form of insurance policy that is reasonably acceptable to the Underwriter.
Director and Officer Insurance. The Company will use its best efforts to maintain in full force and effect director and officer liability insurance of not less than $5,000,000 on the terms as determined by the Board.
Director and Officer Insurance. (a) Buyer, Merger Subsidiary and the Company agree that all rights to indemnification and all limitations on liability existing in favor of any officer, director, employee or agent of the Company and any of its subsidiaries (the "Indemnitees") as provided in the Company Certificate of Incorporation, Company By-laws or a Material Contract as in effect as of the date hereof shall survive the Merger and continue in full force and effect. For five years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof. Buyer agrees that, should the Surviving Corporation fail to comply with the obligations of this Section 7.3, Buyer shall be responsible therefor. It is understood that the Indemnitees will seek to be reimbursed for any liability or loss from such Indemnitee's liability insurance policy prior to seeking any other reimbursement provided for herein, including that referred to in the first sentence of this section. 40
(b) In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person or entity or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that successors and assigns of the Company or the Surviving Corporation, as the case may be, honor the obligations set forth in this Section 7.3 and the agreements set forth in Section 8.6(b) hereof.
(c) The obligations of the Company, the Surviving Corporation, and Buyer under this Section 7.3 and Section 8.6 hereof shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.3 or Section 8.6 hereof applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 7.3 and Section 8.6(b) hereof applies shall be third party beneficiaries of this Section 7.3 and Section 8.6(b) hereof).
Director and Officer Insurance. The Company has maintained insurance for their officers and directors for the last two (2) years without any lapse in coverage. As of the Closing Date, no claims have been filed against any officer or director of the Company.
Director and Officer Insurance. The Company shall use commercially reasonable efforts to purchase and maintain a Directors and Officers liability insurance policy on terms and conditions deemed acceptable to the Board of Directors, acting in good faith, which policy will cover Executive at all times during his employment.
Director and Officer Insurance. The Company will obtain and maintain in full force and effect director and officer liability insurance in an amount determined by the Board.