Indemnity Insurance AND REPRESENTATIONS
15.1 LICENSEE agrees to indemnify, hold harmless and defend LICENSORS, their officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses, including reasonable attorneys’ fees, asserted by third parties, both government and non-government, resulting from or arising out of LICENSEE’s exercise of the rights granted under this AGREEMENT. LICENSEE shall not be responsible for the intentional wrongdoing of LICENSORS.
15.2 LICENSORS agree to indemnify, hold harmless and defend LICENSEE, its officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses, including reasonable attorneys’ fees, asserted by third parties, both government and non-government, resulting from or arising out of LICENSORS’s exercise of their rights and obligations under this AGREEMENT. LICENSORS shall not be responsible for the intentional wrongdoing of LICENSEE.
15.3 The PARTIES shall maintain in force at their sole cost and expense general liability insurance coverage in an amount reasonably sufficient to protect against liability under this Article 15. LICENSEE also shall maintain in force at its sole cost and expense product liability insurance coverage in an amount reasonably sufficient to protect against liability under this Article 15. Each PARTY shall have the right to request and to receive copies of the appropriate certificates of insurance from the other PARTIES for the purpose of ascertaining the sufficiency and currency of such coverage.
15.4 Except as provided in Section 15.8, nothing in this AGREEMENT shall be deemed to be a representation or warranty by LICENSORS of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness, for any purpose, of any TECHNOLOGY.
15.5 LICENSORS shall have no obligation, expressed or implied, to supervise, monitor, review or otherwise assume responsibility for the production, manufacture, testing, clinical trials, marketing or sale of any LICENSED PRODUCTS, and LICENSORS shall have no liability whatsoever to LICENSEE, its officers, employees or agents for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE, its officers, employees or agents or any other person or entity, arising out of or in connection with or resulting from LICENSEE’s:
(a) production, use, or sale of any LICENSED PRODUCTS;
(b) use of any TECHNOLOGY; or
(c) advertising or other promotional activities with respect to any of the foregoing.
15.6 MVP hereby represents and warrants to BTG and DUKE that MVP has the right to grant the licenses set forth herein under PATENT RIGHTS and MVP TECHNOLOGY, including the license to the technical know-how summarized in Exhibit B, and to the use of the trademark, PURICASETM.
15.7 DUKE hereby represents and warrants to BTG and MVP that DUKE has the right to grant the licenses set forth herein under PATENT RIGHTS and DUKE TECHNOLOGY, including the license to the technical know-how and materials summarized in Exhibit A.
15.8 Each of the LICENSORS hereby separately represents and warrants to BTG that:
(a) it has no actual knowledge, as of the EFFECTIVE DATE, that the use of TECHNOLOGY for the manufacture, use or sale of LICENSED PRODUCTS will infringe any patent or other intellectual property right of any third party in any country in the world, and that, if at any time during the TERM of this AGREEMENT, it becomes aware of any such information, it will promptly disclose such to BTG;
(b) it has no actual knowledge, as of the EFFECTIVE DATE, of any prior art that would raise any issue concerning the validity of any patents issued or to issue on any applications which are included in PATENT RIGHTS, and that, if at any time during the TERM of this AGREEMENT, it becomes aware of any such information, it will promptly disclose such to BTG;
(c) it is not aware of any other agreements, amendments or licenses that affect its authority or ability to enter into this AGREEMENT;
(d) prior to the execution of this AGREEMENT, it has not assigned, encumbered, pledged, mortgaged, used as collateral, granted a security interest or lien in or otherwise engaged in any action that affects its ability to grant LICENSEE the rights granted pursuant to the terms of this AGREEMENT; and
(e) during the TERM of this AGREEMENT, it will not engage in any action that could reasonably be anticipated to adversely affect its ability to grant LICENSEE the rights to manufacture, use and sell LICENSED PRODUCTS anywhere in the world pursuant to the terms of this AGREEMENT.
FDIC Insurance For any deposit accounts you open, the FDIC requires Bank to disclose, and you hereby acknowledge, that deposits held by Evolve Bank & Trust are insured up to $250,000 federal deposit insurance limit, per depositor for each ownership category.
Standard Hazard Insurance and Flood Insurance Policies (a) For each Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.
(b) Pursuant to Section 3.23, any amounts collected by the Master Servicer, or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 3.24. Any cost incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Loan where the terms of the Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Section 3.24.
Trauma Insurance All employees will be covered by an Incolink administered lump sum insurance policy providing financial compensation in the event of a major work related (ie. WorkCover) accident resulting in death or permanent total disablement. The full and precise conditions of this cover will be in accordance with the terms of the policy, but in general will provide that, in the event of a workplace accident occurring which results in either the death or total permanent disablement of a worker covered by this Agreement, a lump sum payment as specified below will made. The defined payments are: With dependants $250,000 Without dependants $150,000 This benefit has been agreed to by the company on the grounds that premium costs have been set at $7 per week/worker and will not exceed that amount. In the event of insurance costs rising, it is agreed that the table of defined benefits will be reduced so as to maintain the $7 premium figure. To maintain this cover the company agrees to pay the amounts every week for each employee.
Workplace Safety Insurance 27.1 Each member covered by this Agreement who is absent on account of injuries received while on duty and who is receiving a pension, salary or wage award from the Workplace Safety and Insurance shall be entitled to be paid the difference between the pension wage or salary award from the Workplace Safety and Insurance Board and his or her current net salary as long as such member remains in the employ of the Niagara Police Board. This shall be applied such that the combination of any WSIB salary or wage award plus the employer top-up shall, in total, equal the net pay of the member's current salary. The non-economic loss portion of any WSIB pension payments shall not be considered as being a salary or wage award, and hence shall not form part of these calculations. A member who does not comply with the provisions of the Workplace Safety & Insurance Act or Regulations thereto and subsequently receives a salary or wage award of an amount less than the prevailing maximum payable due to such non-compliance, shall not receive from the Niagara Police Board the difference between the wage or salary award paid by the Workplace Safety & Insurance Board and his or her current net salary for the said period of six (6) months. For the purpose of this Clause, net pay shall be the pay for the member as shown in Appendix "A" less those deductions required under Government Statutes, pension plans and as provided for in this Agreement.
27.2 Subject to the terms of this Article, each member covered by this Agreement who is injured as a result of carrying out his/her duties shall not be deprived of his/her vacations or statutory holidays as a result thereof, and shall accumulate such vacation credits and statutory holidays as he/she might otherwise receive.
27.2.1 Each member shall be entitled to accumulate the float time that he/she might otherwise receive for a period of three (3) months following the injury.
27.2.2 In respect of members who have been off work and receiving WSIB benefits for less than two (2) consecutive calendar years, within one week of the member's return, the member and the Chief of Police or designee shall mutually agree upon when the vacation credit, statutory holidays and float time shall be taken within the following twelve (12) months, or in the alternative, the member may elect to be paid for same at the rates of pay applicable in the year of accrual.
27.2.3 In respect of members who have been off work and receiving WSIB benefits for two
Umbrella Insurance During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000
Railroad Protective Liability Insurance with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for Work within fifty (50) feet of railroad property.
Commercial Umbrella Liability Insurance The Contractor shall provide a Commercial Umbrella Liability Insurance to provide excess coverage above the Commercial General Liability, Commercial Business Automobile Liability and the Workers' Compensation and Employers' Liability to satisfy the minimum limits set forth herein. The umbrella coverage shall follow form with the Umbrella limits required as follows: $ 2,000,000 per Occurrence $2,000,000 per Occurrence $ 4,000,000 Aggregate $10,000,000 Aggregate Additional Requirements for Commercial Umbrella Liability Insurance are shown below at Paragraph 1.5.3.3.6.
Workplace Safety & Insurance Board a) Where an employee is absent due to illness or injury which is compensable by Workplace Safety Insurance Board the employee shall provide the Employer with a medical certificate which states;
i) injury sustained by the employee;
ii) restrictions which would apply to the employees immediate return to work;
iii) anticipated date of return to regular duties.
b) In the case of absence due to a compensable accident, where the anticipated length of such absence is four (4) months or more, the Employer will post notice of the vacancy in accordance with the Job Posting Procedure (Article 14) of this Agreement. Where the anticipated absence is less than four (4) months, the Employer may fill the position at his discretion.
c) The injured employee shall have a period of two (2) years from the date of the injury within which she shall preserve the seniority which she had accrued up to the time of the accident and within which she shall have the right to return to her regular posted job upon the recommendation of the Worker’s Safety Insurance Board or the attending physician, provided the W.S.I.B. or physician certify that the employee has the physical capability to perform her normal job.
d) If an employee returns to work within the two (2) year period mentioned in (d) above, she shall be returned, at the same salary level and without loss of seniority or benefits accrued to the date of injury.
e) If, on the recommendation of the Worker’s Safety Insurance Board or the attending physician, the employee is capable only of performing work of a different kind, or of a lighter nature, and such work is available within the employ of the Employer, in a job which is covered by this Agreement, and the employee is capable of performing the work in question, then the returning employee may exercise her seniority by bumping into the job, at the applicable salary level, displacing the employee with the least seniority in the classification provided that she satisfies Article 13.04 (f).
Pollution Liability Insurance Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form acceptable to the City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations”. The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites.
