20Insurance Sample Clauses

20Insurance. Schedule 3.20 sets forth a true, complete and accurate description in reasonable detail of all Required Insurance. Each Loan Party (i) has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations and (ii) maintains the Required Insurance. All insurance (including Required Insurance) maintained by each Loan Party is in full force and effect, all premiums due have been duly paid, no Loan Party has received notice of violation, invalidity, or cancellation thereof. Each Collateral Vessel owned by a Loan Party and the use and operation thereof comply in all material respects with the Required Insurance, and there exists no material payment or other default under any such Required Insurance.

20Insurance. Purchaser has delivered or made available to Seller accurate and complete copies of all insurance policies and all self-insurance programs and arrangements relating to the business, assets, liabilities and operations of Purchaser. Each of such insurance policies is in full force and effect and Purchaser is in compliance in all material respects with the terms thereof. Other than customary end of policy notifications from insurance carriers, since January 1, 2020, Purchaser has not received any notice or other communication regarding any actual or possible: (a) cancellation or invalidation of any insurance policy; or (b) refusal or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy. Purchaser has provided timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding that is currently pending against Purchaser for which Purchaser has insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal Proceeding, or informed Purchaser of its intent to do so.

20Insurance. Borrower has obtained and has delivered to Lender Accord Certificates reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. Except as expressly provided on Schedule V hereto, no material claims have been made under any such Policy, and no Person, including Borrower, has done, by act or omission, anything which would materially impair the coverage of any such policy.

20Insurance. (a) The liability, property and casualty, workers’ compensation, directors’ and officers’ liability, errors and omissions, key man, surety bonds, and other insurance Contracts (“Policies”) entered into by Seller that insure the Business, the Acquired Assets or any SMA, Direct Account or other Products, or the directors, officers, employees, representatives or agents of Seller, are adequate to protect the Business, Acquired Assets and any such SMA, Direct Account or other Product in all material respects as the Business was and is conducted, the Acquired Assets operated and the SMAs, Direct Accounts and other Products serviced before the Closing and in amounts customarily carried by Persons conducting businesses similar to the Business. The Policies are sufficient for compliance with all Applicable Laws and Contracts to which Seller is a party or by which Seller is bound. Seller has provided Federated Hermes true, accurate and complete copies of all Policies. (b) Since January 1, 2019, Seller has not made any insurance claim under any Policies (or other insurance Contracts or bonds in effect at the time) except as disclosed on Schedule 3.1.20. (c) The Policies are valid and binding, in full force and effect, and enforceable against the policyholders according to their terms, and no default has been committed by Seller or, to Seller’s Knowledge, the insurer under any of the Policies. None of the Policies have been subject to any lapse in coverage. All premiums due and payable under the Policies have been paid. Seller is otherwise in compliance with the terms and conditions of those Policies. Seller has not received any notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Policies.

20Insurance. The material policies of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by any member of the Seller Group for the benefit of the Business as of the date of this Agreement (the “Insurance Policies”) are sufficient for compliance by the Transferred Entities and each other member of the Seller Group (solely in respect of the Business) with all applicable Laws and all Material Contracts. With respect to each Insurance Policy: (a) no member of the Seller Group is in breach or violation of, or default under, any Insurance Policies, and, to the Knowledge of the Business, no event has occurred which with notice or lapse of time or both would constitute a breach, violation or default of the terms of such Insurance Policies, except for breaches, violations or defaults which would not be reasonably expected to materially adversely affect the operation of the Business (taken as a whole) in the Ordinary Course of Business, (b) each Insurance Policy is valid and binding, (c) no premiums due under any Insurance Policy has not been paid, and (d) no member of the Seller Group has received any notice of cancellation or termination, material change in premium or denial of renewal in respect of any of the Insurance Policies, which would reasonably be expected to materially adversely affect the operation of the Business (taken as a whole) in the Ordinary Course of Business.

20Insurance. Schedule 2.20 sets forth a true, complete and correct summary of all policies of insurance for the Company. All such policies are in full force and effect, and the Company has not received any written notice or other written communication regarding any actual or possible (a) cancellation or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any claim under any insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy. All premiums payable with respect to such policies that are due and payable have been paid and the Company is otherwise in compliance with all conditions and requirements applicable to such policies and coverage thereunder. There is no pending claim (including any workers’ compensation claim) under any insurance policy of the Company.

20Insurance of the Disclosure Letter sets forth a complete and correct list of all insurance policies of Corlieve of any kind currently in force, including for each such policy the type of coverage, the name of the insureds, the insurer, the expiration date, and the amounts of coverage. True, correct and complete copies of such insurance policies have been provided or made available to Purchaser. All such insurance policies are in full force and effect and all premiums due thereunder have been paid. The insurance policies maintained by Corlieve insure Corlieve against such losses and risks (including risks related to clinical trials and product liability) and in such amounts as are prudent and customary in the business in which it is engaged and are sufficient for compliance in all material respects with all requirements of Applicable Law and of all Material Contracts. There is no claim pending under any such policies. Corlieve is not in Default under any material provision of any such insurance policy, and Corlieve has not taken any action or failed to take any action which, with notice or lapse of time, would constitute a Default under any material provision of any such insurance policy. Corlieve has not received notice of an increase in premiums with respect to, or cancellation, nonrenewal or termination of, any such insurance policy.

20Insurance. (a) Schedule 3.20(a) sets forth a true and complete list of the material policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by, or (to the extent such policies constitute Available Insurance Policies) covering, the Group Companies and related to the assets, business, operations, employees, officers and directors of the Group Companies or the Business (collectively, the “Insurance Policies”). True and complete copies of each such Insurance Policy have been made available to Buyer prior to the date of this Agreement. Such Insurance Policies are in full force and effect, and all premiums due under such Insurance Policies have been paid in full. (b) Neither Seller nor any of its Affiliates (including the Group Companies) has received any written notice of cancellation of, material premium increase with respect to, or material alteration of coverage under, such Insurance Policies with respect to the Group Companies or the Business. Each of Seller and its Affiliates (including the Group Companies) have complied in all material respects with the provisions of each such Insurance Policy. All of the Insurance Policies (i) are valid and binding in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity and (ii) have not been subject to any lapse in coverage, in each case, with respect to the Group Companies or the Business, except as would not reasonably be expected to, individually or in the aggregate, be material to the Group Companies, taken as a whole, or the Business. There are no material claims related to the Business pending under any such Insurance Policies as to which coverage has been denied or disputed or in respect of which there is an outstanding reservation of rights.

20Insurance. Contractor shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under Exhibit “E” (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required therein.

20Insurance. Borrower has obtained and has delivered to Lender certified copies of all Policies (or binders or certificates of insurance therefor), with all premiums paid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made or are currently pending, outstanding or otherwise remain unsatisfied under any such Policies relating specifically to the Property, and no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such Policies.