Continuing Insurance Coverage Sample Clauses

Continuing Insurance Coverage. (a) From and after the Closing, Parent and Seller agrees (i) to cause the Group Companies to be afforded continuing coverage under, and subject to the terms of, the Seller Group Insurance Policies, but solely for exposures, claims, losses, occurrences, or other covered perils taking place or alleged to have taken place prior to the Closing (whether reported prior to, on or after the Closing but subject to the terms and conditions of the applicable Seller Group Insurance Policy), and (ii) to provide reasonable assistance to the Group Companies to notify the insurers under such Seller Group Insurance Policies of any claims related to any occurrences prior to the Closing and to use commercially reasonable efforts to assist, and to cause any third party claims administrator retained by Seller from time to time to assist, the Group Companies in administering such claims and obtaining (at the Group Companies’ expense) the proceeds related to such claims.
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Continuing Insurance Coverage. 28 6.11 CMHC Cash and Intercompany Accounts at Closing. . . . . . . . . . . . . . . . . . . . . 30 6.12
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Continuing Insurance Coverage. (a) From and after the Closing Date, Buyer shall procure, or shall caused to be procured, at its own expense and shall maintain in full force and effect (with reputable and financially sound U.S. domestic insurance companies having a rating of A or better by A.M. Best &
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Continuing Insurance Coverage. Parent and Buyer shall be reasonably satisfied with the continuing arrangements of Seller with regard to its insurance coverage.
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Continuing Insurance Coverage. Buyer and the Seller agree that it is important to each party that insurance coverage comparable to the coverage presently maintained by the Company and its subsidiaries (which will remain in effect until the Closing), be maintained for six years after Closing, if obtainable, for the protection of the Company, the Buyer and the Seller, to the extent that this is reasonably feasible. Buyer and Seller therefore agree that they will cooperate in maintaining and/or obtaining insurance coverage of the kind, and at least in the amount, that has been maintained by the Company and its subsidiaries in the past, including run-off coverage for the Seller and officers and directors of the Company and its subsidiaries, including the subsidiaries referred to in the Landmark Agreement and the CHC Agreement, as defined in Section 9.2 (collectively, the “D&O Indemnified Parties”), if obtainable. If the insurance presently in force is maintained to provide the desired coverage, the Buyer and the Seller will request that the insurers providing such insurance advise the parties as to what portion of the premium it deems to be allocable to pre-closing events, and what portion is allocable to events that may be covered by events that occur after the Closing. The Seller agrees to reimburse the Buyer for that portion of the premium that is deemed allocable to pre-closing events. Any recovery that may be realized under any such insurance that is obtained by the Company and is related to or arises out of pre-closing events shall be deemed to reduce or offset any amounts that might be payable pursuant to Section 10.2 by reason of Seller’s indemnification of Buyer for losses or claims that arose as a result of events or transactions prior to the Closing. With respect to events or circumstances relating to the Company or any Subsidiary that occurred or existed prior to the Closing that are covered by insurance policies of the Company or any Subsidiary, (a) Seller and the current directors and officers of the Company or any Subsidiary may make claims under such policies (including, without limitation, any directors’ and officers’ liability insurance policy) to the extent permitted thereunder and (b) Buyer shall pursue any claim on behalf of such persons for any claim attributable to the Company or any Subsidiary at the request of Seller. With respect to any open claim against the insurance policies of the Company or any Subsidiary reported prior to the Closing, Buyer will remit any net...
Sample 1
Continuing Insurance Coverage. In addition to the “tail” policy referenced in Section 6.6(b), prior to or contemporaneously with the Closing, Seller shall use its reasonable best efforts to cause the Company to (a) obtain “tail” policies for the insurance policies set forth in Schedule 6.7 that cover the Group Companies for a period of six (6) years beginning on the Closing Date with respect to matters occurring prior to the Closing, and (b) renew the Company’s existing cyber insurance policy with Lloyd’s, which policy shall include an aggregate coverage limit of at least $10,000,000.00 and no material changes to the terms and conditions of the existing policy (including self-insured retentions and any sublimits) (the policies referenced in clauses (a) and (b), each a “Buyer Requested Insurance Policy”), provided that the costs of such Buyer Requested Insurance Policies shall be deemed post-Closing expenses of the Company. Such provisions shall provide coverage that is at least equal to the coverage provided under the Group Companies’ corresponding policy of insurance; provided, that notwithstanding anything contained in this Agreement, the obtaining of any such Buyer Requested Insurance Policy shall not be a condition to Closing.
Sample 1
Continuing Insurance Coverage. (a) From and after the Closing Date, Buyer shall procure, or shall caused to be procured, at its own expense and shall maintain in full force and effect (with reputable and financially sound U.S. domestic insurance companies having a rating of A or better by A.M. Best & Company as of their respective latest evaluation dates and otherwise acceptable to Terex, or with such other insurance companies acceptable to Terex) the insurance coverage in the amounts, of the types and the characteristics set forth in this Section 6.10 and Schedule 6.10 attached hereto (each an "Insurance Policy", and collectively, the "Insurance Policies").
Sample 1
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Continuing Insurance Coverage. (a) From and after the Closing Date, the Purchaser and CMHC shall jointly and severally procure at their own expense and shall maintain in full force and effect (with reputable and financially sound U.S. domestic insurance companies having a rating of A or better by A.K. Best & Company as of their respective latest evaluation dates and otherwise acceptable to CEC, or with such other insurance companies acceptable to CEC) the insurance coverage in the amounts, of the types and with the characteristics set forth in this Section 5.09 and
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Related to Continuing Insurance Coverage

  • Insurance Coverage The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

  • Insurance Coverages The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:

  • REINSURANCE COVERAGE Reinsurance under this Agreement will apply to insurance issued by the Ceding Company on the Plans of Insurance shown in Schedule A. Such Plans of Insurance shall be reinsured with the Reinsurer on an automatic basis, subject to the requirements set forth in Section A below, or on a facultative basis, subject to the requirements set forth in Section B below, or on a facultative obligatory basis, subject to the requirements set forth in Section C below. The specifications for all reinsurance under this Agreement are provided in Schedule B.

  • No Defense to Insurance Coverage No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any private mortgage insurance (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.

  • Certificate of Insurer – Insurance Coverage Concurrently with any delivery of financial statements under Section 8.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies.

  • Maintenance of Insurance Coverage Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.

  • Coverage i) It is expected that both job sharers will cover each other's incidental illnesses. If, because of unavoidable circumstances, one cannot cover the other, the unit supervisor must be notified to book coverage. Job sharers are not required to cover for their partner in the case of prolonged or extended absences.

  • 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.

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