Buyer Insurance Sample Clauses

Buyer Insurance. Buyer is required to obtain and maintain appropriate insurance policies, on its own, or with assistance of Seller, in the nature and amounts as follows: (a) Commercial General Liability with a USD$ 1 million per occurrence and USD$2 million General Aggregate (b) Seller, Inc. must be named as an additional insured on each such policy. Upon Seller’s request, Buyer must provide its certificates of insurance to Seller. Buyer must notify Seller at least thirty (30) days prior to any cancellation of, or material change to Buyer’s insurance.

Buyer Insurance. Promptly following the Closing, Buyer shall obtain and, for a period of six years from and after the Closing Date, Buyer shall maintain, product liability insurance coverage with respect to the Product, from a financially sound and reputable insurance company or companies, that is customary in scope and amount of coverage. Upon a Seller Party’s written request, Buyer shall promptly provide such Seller Party with a copy of the insurance policy or policies providing for such coverage.

Buyer Insurance. Buyer represents and warrants that it shall maintain the following insurance coverage, comprehensive airline liability, aircraft third party, war risk and allied perils, property damage, passenger, baggage, and cargo and airline general third party (including aircraft liability, product liability, and completed operations) insurance, and comprehensive all risk liability insurance in amounts and on terms comparable to policies carried by similarly situated companies covering the Aircraft. Such insurance policy shall name Seller and of each Seller Indemnitee as an additional insured on any liability policies covering the Aircraft for a period of two years after the Delivery Date (it being understood that the preceding shall not apply to any hull insurance). Buyer will cause its insurers to ensure that the insurance required under this Section 8 will continue in force for the benefit of any Insured Party for at least 30 days after written notice to Seller, except that with respect to war risk and allied perils coverage, seven days' prior written notice may be given if it is impossible to give 30 days' prior written notice. Buyer will cause its insurers to immediately notify Seller in the event of any cancellation of (or prospective cancellation) or any material change (or prospective material change) in the coverage required under this Section 8. Seller will bear no liability for premium charges for any of the coverage required of Buyer under this Section 8.

Buyer Insurance. The Buyer Entities shall (i) cause to be put in place as of the Closing Date insurance policies covering the Acquired Entities with coverage amounts and containing terms and

Buyer Insurance. On the Closing Date and the second and third anniversary thereafter, Sellers shall reimburse Buyer an annual amount in cash equal to the lesser of (x) $650,000 and (y) 50% of the annual premiums for the following year for the $100,000,000 of product liability insurance required pursuant to the terms of the R▇▇▇▇▇ Assignment and Assumption Agreement. From the date of this Agreement until the date of termination of Sellers’ reimbursement obligations pursuant to this Section 10.15, Buyer shall use commercially reasonable efforts to (i) negotiate with the R▇▇▇▇▇ Parties (as defined in the R▇▇▇▇▇ Assignment and Assumption Agreement) to reduce such insurance coverage required by the R▇▇▇▇▇ Assignment and Assumption Agreement and (ii) negotiate with the insurance carrier selected by Buyer and alternate insurance carriers to reduce premiums required for such coverage.

Buyer Insurance. (i) CBIZ shall provide, without interruption, the same insurance coverage for the CBIZ MCC Business Unit as it does for other Accounting, Tax & Advisory Services business units among the Affiliated Companies of a similar size and business scope to the CBIZ MCC Business Unit and shall include all professional employees of the CBIZ MCC Business Unit under CBIZ’s existing or subsequently obtained professional liability policies for all acts and omissions relating to services provided by professional employees of the CBIZ MCC Business Unit on or after the Effective Date. Schedule 5.3(j) contains a complete and accurate list of all insurance policies and all insurance coverages used by CBIZ and the Buyer in its business, including, without limitation, professional liability insurance either owned by or [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. maintained (without interruption) for the benefit of CBIZ and Buyer as of October 31, 2008. The insurance coverage referred to in this Section 5.3(j) is hereinafter referred to as the “Buyer Insurance.” True copies of all such policies have been provided to the Sellers. (ii) In the event that (A) the coverage provided by the Buyer Insurance as in effect on October 31, 2008 is materially changed during the Earnout Period, (B) the CBIZ MCC Business Unit makes a claim pursuant to one of the materially changed policies of Buyer Insurance during the Earnout Period, and (C) the aggregate amount of the expense charged to the CBIZ MCC Business Unit relating to the claim (the “Actual Expense”) is greater than the expense would have been if the Buyer Insurance as in effect on October 31, 2008 were in effect at the time the claim was made and coverage for such expense was available under such Buyer Insurance (the “Pro forma Expense”), then (D) the amount of the Pro forma Expense and not the Actual Expense shall be used in the determination of [**] for the twelve-month determination period in which the claim was made, provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf of all Sellers, had provided written notice to CBIZ of the application of this Section 5.3(j)(iii) prior to the end of such period. (iii) Notwithstanding anything to the contrary herein, CBIZ and Buyer shall not reduce below [**] the amount of the per claim liability coverage under the professional liability policy under which ...

Buyer Insurance. Buyer has obtained (i) commercial general liability insurance (including a product liability coverage feature), (ii) property insurance and (iii) umbrella coverage related to the Business and the Assets. The policy limits of each of these coverages is $2,000,000.00, $15,000,000.00 and $10,000,000.00, respectively. Seller is named as an additional insured in each such policy. Such policies specifically cover activities of Buyer or its Affiliates related to the transition of the Business and specifically cover such activities that occur on the property of Seller or its Affiliates.

Buyer Insurance. Buyer shall maintain, during the entire term of its indemnification obligations hereunder, comprehensive liability insurance, including medical implant product liability coverage, in the minimum amounts of U.S. $3,000,000 prior to commencement of clinical trials and US $5,000,000 upon commencement of and during all US clinical trials of a Product and US $7,000,000 upon the first receipt of FDA clearance to market a Product in the US and thereafter per occurrence for damage, injury and/or death to persons (the “Insurance Policy”). The Insurance Policy shall: (a) be provided by an insurance company or underwriter reasonably acceptable to Supplier and (b) name Supplier as an additional insured. Buyer shall provide Supplier with a certificate of insurance indicating the existence and coverage of the Insurance Policy, that all outstanding periodical premiums have been paid, and indicating that the coverage shall not be canceled nor modified unless at least thirty (30) calendar days prior written notice thereof has been provide to Supplier. Such certificate of insurance shall be provided on the Effective Date and on each anniversary thereof during the entire term of Buyer’s indemnification obligations hereunder. In the event that the Insurance Policy is canceled, or modified such that it does not include all requirements of this Section, such cancellation or modification shall constitute a material default and Supplier shall have the right to immediately terminate this Agreement without prior written notice as otherwise required under Section 3.3. Termination of this Agreement under this Section shall result in a complete forfeiture by Buyer of any payments made or then owing under Section 2.2 of this Agreement.

Buyer Insurance. Buyer shall obtain, at its expense, and shall at all times during which Equipment is at the Site or otherwise in Buyer’s possession or control, maintain the following insurance: