Buyer’s Insurance Policy Sample Clauses

Buyer’s Insurance Policy. Subject to Section 9.03(i), following the Closing, except with respect to claims based upon fraud, Buyer acknowledges and agrees that the Buyer’s Insurance Policy shall be the sole and exclusive remedy of Buyer and its Affiliates and their respective officers, directors, shareholders, members, agents, employees, successors and permitted assigns (the “Buyer Indemnitees”) of whatever kind and nature, in law, equity or otherwise, known or unknown, which such parties have now or may have in the future, resulting from, arising out of, or related to any inaccuracy or breach of any representation or warranty of the Seller or the Company contained in this Agreement.
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Buyer’s Insurance Policy. Buyer acknowledges and agrees that, notwithstanding anything to the contrary contained herein, (a) Buyer’s Insurance Policy (whether or not it is ultimately bound, and whether or not Buyer’s Insurance Policy is sufficient to cover the applicable Losses) shall be the sole and exclusive remedy of Buyer and its Affiliates and their respective Non-Recourse Parties (collectively, the “Buyer Parties”) of whatever kind and nature, in Law, equity or otherwise, known or unknown, which such Persons have now or may have in the future, resulting from, arising out of or related to any inaccuracy or breach of any representation or warranty of the Sellers contained in this Agreement, the certificate delivered pursuant to Section 8.2(c), any Ancillary Agreement, any Insured Tax Liability and any claims other than any Fraud Claim or claims for Indemnified Taxes, Indian JV Liabilities, NC Property Losses, Pre-Closing Workers’ Compensation Liabilities or FCC Indemnified Losses; provided that notwithstanding anything to the contrary herein or otherwise, for so long as Buyer’s Insurance Policy is not fully exhausted, Buyer’s (and any other Buyer Party’s) sole and exclusive source of recovery for any and all Fraud Claim Losses shall be Buyer’s Insurance Policy, and, until such policy has been fully exhausted, no Buyer Party may seek Fraud Claim Losses from the Sellers, their Affiliates or any of the Non-Recourse Parties of the foregoing. In the event that Buyer’s Insurance Proceeds are insufficient to pay any Buyer Party any amounts owed to such Buyer Party in respect of any breach of any representation or warranty contained in Article III, the Ancillary Agreements and the officer’s certificate delivered to Buyer pursuant to Section 8.2(c) or any Insured Tax Liability, no Buyer Party shall be entitled to collect any remaining amounts not satisfied from Buyer’s Insurance Proceeds or Buyer’s Insurance Policy from the Sellers or any of their Affiliates or Non-Recourse Parties of any of the foregoing and no such Person shall have any liability or obligation for such deficiency other than liability for any Fraud Claim. Notwithstanding anything to the contrary herein, for so long as the Buyer’s Insurance Policy is not fully exhausted, Buyer (and any Buyer Party) shall first pursue recovery for any and all Indemnified Taxes, Indian JV Liabilities, NC Property Losses, Pre-Closing Workers’ Compensation Liabilities and FCC Indemnified Losses against Buyer’s Insurance Policy if, and to th...
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Buyer’s Insurance Policy. Buyer agrees to maintain and pay the cost of an Owner’s Property Insurance Policy (which 64 may be in the form of a Landlord’s policy) from Closing.
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Buyer’s Insurance Policy. Buyer represents and warrants that it has retained Lockton as its broker with respect to the procurement of the Buyer’s Insurance Policy and has entered into a non-binding term sheet with an insurer to provide the Buyer’s Insurance Policy. From and after the Closing, Buyer will continue to use its reasonable best efforts to obtain the Buyer’s Insurance Policy as promptly as possible after the Closing. Buyer shall cause the Buyer’s Insurance Policy to provide that, except in the case of a claim for Fraud against one or more of the Sellers, the insurer may not seek or enforce, and shall forego, any and all subrogation or other rights against any Seller Party. Further, after the Closing, and for the term of the Buyer’s Insurance Policy, Buyer and its Affiliates will not amend, waive, or otherwise modify the Buyer’s Insurance Policy or any coverage thereunder in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any claims or proceedings against any Seller Party based upon, arising out of, or related to this Agreement, or the negotiation, execution, or performance of this Agreement, except in the event of Fraud by a Seller.
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Related to Buyer’s Insurance Policy

  • Manager's Insurance Manager shall, on its own behalf and at its sole ------------------- cost and expense, procure and maintain in force during the term of this Agreement policies in the following categories in the amount indicated:

  • Owner’s Insurance Owner will be responsible for purchasing and maintaining Owner’s liability insurance and other reasonably appropriate insurance.

  • R&W Insurance Policy Purchaser shall use its reasonable best efforts to bind the R&W Insurance Policy at or prior to the Closing. Purchaser shall use reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred, to which this sentence does not apply) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Purchaser shall provide a copy of the R&W Insurance Policy to Seller upon request. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates and their respective officers, directors and employees (except in the case of Fraud), and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.15(a). The R&W Insurance Policy may not be amended or waived by Purchaser or its Affiliates in any manner that is adverse to Seller or any of its Affiliates without Seller’s prior written consent. At or promptly following the Closing, Seller shall deliver to Purchaser or its Representatives, as reasonably requested by Purchaser, a digital copy of all documents and other information uploaded to the virtual data room established by Seller and its Representatives and to which Purchaser and its Representatives have been granted access as part of their due diligence of the transactions contemplated hereby (the “Data Room”).

  • Insurance Policies Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

  • Indemnity Insurance a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder.

  • Other Insurance Policies No action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by Seller or by any officer, director, or employee of Seller or any designee of Seller or any corporation in which Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.

  • Insurance Policy The Employer agrees to remit to the Union an amount to be applied toward the payment of a premium by the Union for an insurance policy which provides a defense attorney to represent all members of the bargaining unit when they are charged with a criminal act that results from events occurring while the bargaining unit member was acting in an official capacity. The maximum amount payable during the term of the Agreement shall be seven dollars ($7.00) per member per month.

  • Title Insurance Policy In all cases, the Seller undertakes to remove any encumbrance that will materially interfere with the procurement of a title insurance policy or financing necessary for the purchase of the Property, whether the same is included in the above enumeration or not. Further, the Seller undertakes to, in good faith, cooperate with and assist the Buyer fully in obtaining a title insurance policy. The Seller shall be obligated to take all legal and reasonably necessary action in order to procure such title insurance policy but shall not incur any additional liability in relation thereto. If the title to the Property is not in a condition that is compliant with the above, if the Seller fails or refuses to comply with the Seller’s obligations under this section, or if the Parties are unable to obtain a title insurance policy, the Buyer may, in the Buyer’s sole discretion, accept the title as it is and proceed with the purchase under this Agreement, or terminate this Agreement and recover the Xxxxxxx Money, costs incurred in relation to this Agreement and .

  • Title Insurance Policies The Borrower will deliver to the Administrative Agent a policy of title insurance (or marked-up title insurance commitment or title proforma having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property described therein in an amount not less than the estimated fair market value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall (A) be issued by a nationally-recognized title insurance company reasonably acceptable to the Administrative Agent (the “Title Company”), (B) include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) be supplemented by a “tie-in” or “aggregation” endorsement, if available under applicable law, and such other endorsements as may reasonably be requested by the Administrative Agent (including (to the extent available in the applicable jurisdiction and/or with respect to the Mortgaged Property, in each case, on commercially reasonable terms) endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions) if available under applicable law at commercially reasonable rates and (D) contain no other exceptions to title other than Permitted Liens and other exceptions acceptable to the Administrative Agent in its reasonable discretion;

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