Certain Insurance Claims Sample Clauses

Certain Insurance Claims. From and after the Closing Date, the Company and the Company Subsidiaries shall cease to be insured by Seller's or its Affiliates' (other than the Company or any Company Subsidiary, as the case may be) insurance policies or by any of their self-insured programs to the extent such insurance policies or programs cover the Company or the Company Subsidiaries; provided, however, that Seller shall use its reasonable commercial efforts, subject to the terms of the occurrence-based third party liability insurance policies and any workers' compensation insurance policies and/or comparable workers' compensation self-insurance programs sponsored by Seller and/or its Affiliates and that apply to the locations at which the businesses of the Company and the Company Subsidiaries operate (the "Occurrence Policies"), (i) to retain and extend the right to make or submit claims and receive recoveries for the benefit of the Company and the Company Subsidiaries under the Occurrence Policies with respect to any Losses arising out of actions, omissions, events or facts relating to the assets (including the Acquired Personal Property Assets), properties (including the Acquired Real Property Assets) or business of the Company and the Company Subsidiaries occurring on or prior to the Closing Date (each, an "Insured Claim"), (ii) to submit, and to cause its Affiliates to cooperate with the Company and the Company Subsidiaries in submitting, as soon as practicable good faith Insured Claims on behalf of the Company and the Company Subsidiaries under the Occurrence Policies (without any obligation on the part of Acquiror, the Company or any of the Company Subsidiaries to reimburse Seller for any increased costs incurred by Seller as a result of such claims or to make claims under insurance policies sponsored by Acquiror and/or its Affiliates) and (iii) to pay promptly over to the Company any and all amounts received by Seller or its Affiliates under the Occurrence Policies with respect to Insured Claims.
Sample 1Sample 2
Certain Insurance Claims. In the event that, during the ten (10) year period following the Closing Date (i) a third party makes a product liability claim against Buyer for products of the Business sold prior to the Closing Date or a claim relating to a liability under Environmental Laws for a Release of Hazardous Materials from the Included Xxxxxxxxxxx Real Property (it being acknowledged that each such claim is an Assumed Liability under this Agreement) and (ii) such claim is covered by an insurance policy (other than policy or practice of self-insurance) maintained by Seller prior to the Closing Date, Seller, at the cost of Buyer, shall use its reasonable efforts to make a claim for reimbursement under such policy in respect of such claim, to the extent such a claim is permitted under such policy. Any insurance proceeds received by Seller in respect of such claim shall be paid over to Buyer, after deducting any costs of Seller in making such claim. Seller shall have no obligation to make any such claim under its insurance policy if its costs of insurance would increase as a result of making such claim. Notwithstanding the foregoing, nothing in this Section 8.08 shall relieve Buyer of its obligations to discharge in full Assumed Liabilities under this Agreement.
Sample 1
Certain Insurance Claims. All of the Sellers’ insurance claims and rights to the extent that they pertain to the Assumed Obligations;
Sample 1
Certain Insurance Claims. (a) Section 4.16 shall not apply to (i) any claims against Liberty Mutual Insurance Company, or any of its Affiliates, of any rights, claims, payments or causes of action in connection with the matter of Eagle-Picher Industries, Inc. v. Eagle-Picher Industries, Inc. Personal Injury Settlement Trust, Number 97-1032, pending before the United States Bankruptcy Court for the Southern District of Ohio, Western Division, relating to Eagle-Picher Industries, Inc., Debtors (Consolidated Case Number 1-91-00100) (the "Liberty Mutual Settlement"), (ii) any claims against General Accident Insurance Company of America or American Employers' Insurance Company, of any rights, claims, payments or causes of action in connection with the matter of Eagle-Picher Industries, Inc. v. General Accident Insurance Company of America, et al., Number C-1-96-1082, pending before the United States District Court for the Southern District of Ohio, Western Division (the "Insurance Coverage Litigation") or (iii) any other pending claims against insurance companies under policies issued to Eagle-Picher Industries, Inc. or any affiliated company other than for claims alleging bodily injury arising out of exposure to asbestos-related and lead-related products.
Sample 1
Certain Insurance Claims. If, prior to the Closing, (a) the Company makes any settlement payment in respect of the matter set forth in Item 1 of Schedule 4.14 and does not receive any insurance proceeds with respect thereto or (b) the Company has not made any such settlement payment but the amount of the anticipated settlement payment is included as a current liability in the final determination of Net Working Capital pursuant to Section 3.1(b)(ii), then, from and after the Closing, Parent shall cause the Company to use all reasonable efforts to recover amounts available in respect thereof under the Company’s insurance policies existing on the date hereof, and if the Company so recovers any such insurance proceeds, the Company shall pay such proceeds over to Seller (for the benefit of the Former Company Stockholders) in accordance with Section 3.2(a) to the extent of the amount of the settlement payment described in clause (a) above or the amount of the current liability described in clause (b) above, as applicable. The Company shall give Seller written notice of receipt of any such insurance proceeds within five (5) Business Days of receipt thereof.
Sample 1

Related to Certain Insurance Claims

  • Insurance Claims The Supplier shall promptly notify to insurers any matter arising from, or in relation to, the Goods and/or Services and/or this Framework Agreement for which it may be entitled to claim under any of the Insurances. In the event that the Authority receives a claim relating to or arising out of the Goods and/or Services or this Framework Agreement, the Supplier shall co-operate with the Authority and assist it in dealing with such claims including without limitation providing information and documentation in a timely manner. Except where the Authority is the claimant party, the Supplier shall give the Authority notice within twenty (20) Working Days after any insurance claim in excess of £30,000 relating to or arising out of the provision of the Goods and/or Services or this Framework Agreement on any of the Insurances or which, but for the application of the applicable policy excess, would be made on any of the Insurances and (if required by the Authority) full details of the incident giving rise to the claim. Where any Insurance requires payment of a premium, the Supplier shall be liable for and shall promptly pay such premium. Where any Insurance is subject to an excess or deductible below which the indemnity from insurers is excluded, the Supplier shall be liable for such excess or deductible. The Supplier shall not be entitled to recover from the Authority any sum paid by way of excess or deductible under the Insurances whether under the terms of this Framework Agreement or otherwise.  ANNEX 1: REQUIRED INSURANCES PART A: THIRD PARTY PUBLIC & PRODUCTS LIABILITY INSURANCE INSURED The Supplier INTEREST To indemnify the Insured in respect of all sums which the Insured shall become legally liable to pay as damages, including claimant's costs and expenses, in respect of accidental: death or bodily injury to or sickness, illness or disease contracted by any person; loss of or damage to property; happening during the period of insurance (as specified in Paragraph 5 of this Annex 1 to this Schedule 14) and arising out of or in connection with the provision of the Goods and/or Services and in connection with this Framework Agreement. LIMIT OF INDEMNITY Not less than £10,000,000 in respect of any one occurrence, the number of occurrences being unlimited, but £10,000,000 in any one occurrence and in the aggregate per annum in respect of products and pollution liability. TERRITORIAL LIMITS United Kingdom

  • Reports On Insurance Claims Lessee shall promptly investigate and make a complete and timely written report to the appropriate insurance company as to all accidents, claims for damage relating to the ownership, operation, and maintenance of the Hotel, any damage or destruction to the Hotel and the estimated cost of repair thereof and shall prepare any and all reports required by any insurance company in connection therewith. All such reports shall be timely filed with the insurance company as required under the terms of the insurance policy involved, and a final copy of such report shall be furnished to Lessor. Lessee shall be authorized to adjust, settle, or compromise any insurance loss, or to execute proofs of such loss, in the aggregate amount of $25,000 or less, with respect to any single casualty or other event.

  • Maintain Insurance The Credit Parties’ shall at all times insure and keep insured with insurance companies acceptable to Lender, all insurable property owned by the Credit Parties which is of a character usually insured by companies similarly situated and operating like properties, against loss or damage from environmental, fire and such other hazards or risks as are customarily insured against by companies similarly situated and operating like properties; and shall similarly insure employers’, public and professional liability risks. Prior to the date of the funding of any Loans under this Agreement, Borrower shall deliver to Lender a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section. All such policies of insurance must be satisfactory to Lender in relation to the amount and term of the Obligations and type and value of the Collateral and assets of the Credit Parties, shall identify Lender as sole/lender’s loss payee and as an additional insured. In the event the Credit Parties fail to provide Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then Lender, without waiving or releasing any obligation or default by Borrower hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto, which Lender deems advisable. This insurance coverage: (i) may, but need not, protect the Credit Parties’ interest in such property, including, but not limited to, the Collateral; and (ii) may not pay any claim made by, or against, the Credit Parties in connection with such property, including, but not limited to, the Collateral. The Credit Parties may later cancel any such insurance purchased by Lender, but only after providing Lender with evidence that the insurance coverage required by this Section is in force. The costs of such insurance obtained by Lender, through and including the effective date such insurance coverage is canceled or expires, shall be payable on demand by the Credit Parties to Lender, together with interest at the Default Rate on such amounts until repaid and any other charges by Lender in connection with the placement of such insurance. The costs of such insurance, which may be greater than the cost of insurance which the Credit Parties may be able to obtain on its own, together with interest thereon at the Default Rate and any other charges by Lender in connection with the placement of such insurance may be added to the total Obligations due and owing to the extent not paid by the Credit Parties.

  • Failure to Maintain Insurance Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City.

  • R&W Insurance During the Interim Period, Acquiror may (but shall not be required to) obtain a buyer-side representations and warranties insurance policy with respect to the representations and warranties of the Company, in the name of and for the benefit of Pubco (the “R&W Policy”), which the Acquiror shall give the Company and its Representatives a reasonable opportunity to review and must be reasonably satisfactory to the Company. The Company will use commercially reasonable efforts to provide to Acquiror, during the Interim Period, reasonable assistance as is reasonably required so as to permit the binding and issuance of the R&W Policy at or prior to the Closing, including the execution and delivery of such no-claims declarations as is reasonably necessary (with such exceptions as deemed necessary by the Company) in connection with the issuance of the R&W Policy; provided that any such no-claims declaration given by an officer of the Company shall only be required to be given in such individuals’ capacity as an officer of the Company, and not in any individual capacity; provided further that the failure to deliver any no-claims declaration or breach of the covenants set forth in this Section 7.09, shall not constitute a failure of the condition set forth in Section 10.02(b) to be satisfied. If obtained by Acquiror, the R&W Policy shall provide that (i) the insurer or a Person claiming through the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against the Company (including any successor entities) or any of its (including any successor entities) Affiliates (including any Pre-Closing Holder) with respect to any claim made by any insured thereunder (except against such Person to the extent a claim is paid by the insurer under the R&W Policy as a direct result of such Person’s Fraud); (ii) the Company (including any successor entities) is a third-party beneficiary of such waiver with the express right to enforce such waiver; and (iii) no Person shall amend the R&W Policy in a manner adverse to the Company (including any successor entities) or any of its Affiliates (including any Pre-Closing Holder) (including, for the avoidance of doubt, to provide that the insurer or any other Person may bring a claim against the Company (including any successor entity) or its Affiliates (including any Pre-Closing Holder) by way of subrogation (except as a direct result of such Person’s Fraud)), without the Company’s prior written consent. All reasonable and documented out-of-pocket costs and expenses incurred by Acquiror and the Company in obtaining the R&W Policy, including all premiums, brokers fees, and related costs, shall be treated as Acquiror Transaction Expenses.

  • Builder’s Risk Insurance Contractor shall provide a Builder’s Risk Policy to be made payable to the Owner and Contractor, as their interests may appear. The policy amount should be equal to 100% of the Contract Sum, written on a Builder’s Risk “All Risk”, or its equivalent. The policy shall be endorsed as follows: The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy:

  • Self-Insurance Notwithstanding the foregoing, each Interconnected Entity may self-insure to meet the minimum insurance requirements of this Section 13 of this Appendix 2 to the extent it maintains a self- insurance program, provided that such Interconnected Entity’s senior secured debt is rated at investment grade or better by Standard & Poor’s and its self-insurance program meets the minimum insurance requirements of this Section 13. For any period of time that an Interconnected Entity’s senior secured debt is unrated by Standard & Poor’s or is rated at less than investment grade by Standard & Poor’s, such Party shall comply with the insurance requirements applicable to it under this Section 13. In the event that an Interconnected Entity is permitted to self-insure pursuant to this section, it shall notify the other Interconnection Parties that it meets the requirements to self-insure and that its self-insurance program meets the minimum insurance requirements in a manner consistent with that specified in Section 13.5 of this Appendix 2.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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