Cooperation in Insurance Matters Sample Clauses

Cooperation in Insurance Matters. Prior to the date and time at which the Split-Off and thus the separation of Xxxxxx from GM becomes effective (the "Split-Off Effective Time"), GM has maintained insurance programs which provide certain coverage for a number of entities, including Xxxxxx, certain Xxxxxx Affiliates (as defined below) and their respective officers and directors. From and after the Split-Off Effective Time, except as provided herein, Xxxxxx shall be responsible for obtaining and maintaining its own insurance programs separately from the GM insurance programs (which may be, but are not required to be, maintained by GM after the Split-Off Effective Time). Notwithstanding the foregoing, (i) GM, upon the request of Xxxxxx, shall cooperate with and use commercially reasonable efforts to assist Xxxxxx in the transition to its own separate insurance coverage from and after the Split-Off Effective Time, and shall provide Xxxxxx with any information that is in the possession of GM and is reasonably available and necessary to either obtain such insurance coverage or to assist Xxxxxx in preventing gaps in its insurance coverage, (ii) in the event that prior to the Split-Off Effective Time Xxxxxx is not able to obtain any such separate insurance coverage or to obtain such on reasonable commercial terms substantially consistent with the commercial terms applicable to the insurance coverage intended to be replaced, at the request of Xxxxxx, XX and Xxxxxx shall cooperate with each other to enter into an arrangement, on an arm's-length basis, that would permit Xxxxxx for a reasonable period of time after the Split-Off Effective Time to continue to have the benefit of the insurance coverage formerly provided by GM's insurance program, on terms that require Xxxxxx to reimburse GM for the costs of such extended insurance coverage that are fairly allocable to the inclusion of Xxxxxx among GM and the other GM parties that otherwise benefit from such coverage, (iii) each of GM and Xxxxxx, upon the request of the other, shall cooperate with and use commercially reasonable efforts to assist the other in the collection of proceeds from insurance claims made under any Insurance Policy (as defined below) for the benefit of any insured party and (iv) each of GM, Xxxxxx, each GM Affiliate (as defined below) and each Xxxxxx Affiliate, shall use commercially reasonable efforts not to take any action that would jeopardize or otherwise interfere with any party's ability to collect any proceeds payable pursua...
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Cooperation in Insurance Matters. 29 Section 6.02. COLLECTION OF INSURANCE PROCEEDS 30 Section 6.03. OTHER INSURANCE MATTERS 30 ARTICLE 7 Employees; Intercompany Arrangements Section 7.01. EMPLOYEE MATTERS 30 Section 7.02. INTERCOMPANY ARRANGEMENTS 31 Section 7.03. PRODUCTS, SUPPLIES AND DOCUMENTS. 31 ARTICLE 8 Survival Section 8.01. NO SURVIVAL OF REPRESENTATIVES AND WARRANTIES. 32 Section 8.02. SURVIVAL OF AGREEMENTS 32 ARTICLE 9 Indemnification Section 9.01. INDEMNIFICATION BY G&L 32 Section 9.02. INDEMNIFICATION BY PGI 32 Section 9.03 INDEMNIFICATION CONCERNING PROPORTIONAL LIABILITIES AND SPLIT LIABILITIES 33 Section 9.04. INDEMNIFICATION PROCEDURES. 33 Section 9.05. CERTAIN LIMITATIONS 34 Section 9.06. EXCLUSIVITY OF TAX INDEMNIFICATION 35
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Cooperation in Insurance Matters. Prior to the Break-Up, Dominion has maintained insurance programs which provide certain coverages for a number of entities, including Dominion and certain or all of the Apparel Fabrics Subsidiaries and Nonwovens Subsidiaries, their respective Affiliates, their officers and directors, and other insured Parties. From and after the Break-Up Time, except as provided herein, G&L and PGI shall be responsible for obtaining and maintaining their own insurance programs with respect to the Businesses acquired pursuant to this Agreement. Notwithstanding the foregoing, (1) each Party, upon the request of any other Party, shall use commercially reasonable efforts to assist such Party in the transition to its own separate insurance coverage from and after the Break-Up Time, and shall provide such Party with any information that is in its possession and is reasonably available and necessary to either obtain such insurance coverage or to assist such Party in preventing gaps in its insurance coverages, (2) each Party on the request of any other Party shall cooperate with and use commercially reasonable efforts to assist such Party in the collection of proceeds from insurance claims made under any insurance policy for the benefit of any insured Party, and (3) neither G&L nor PGI, nor any of their Affiliates, shall take any action that would jeopardize or otherwise interfere with any Party's ability to collect any proceeds payable pursuant to any insurance policy.
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Cooperation in Insurance Matters. 29 Section 6.02. Collection of Insurance Proceeds......................... 30 Section 6.03.
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Cooperation in Insurance Matters. Prior to the Break-Up, Dominion has maintained insurance programs which provide certain coverages for a number of entities, including Dominion and certain or all of the Apparel Fabrics Subsidiaries and Nonwovens Subsidiaries, their respective Affiliates, their officers and directors, and other insured Parties. From and after the Break-Up Time, except as provided herein, G&L and PGI shall be responsible for obtaining and maintaining their own insurance programs with respect to the Businesses acquired pursuant to this
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Cooperation in Insurance Matters. 26 Section 5.02 Claims........................................................ 26
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Cooperation in Insurance Matters. Prior to the Spin-Off Merger Time, GM, Xxxxxx and Telecom have maintained insurance programs which provide certain coverages for a number of entities, including GM, Xxxxxx and Telecom, their respective Affiliates, their officers and directors, and other insured parties, including HRL (and its predecessor) and HE Microwave LLC. From and after the Spin-Off Merger Time, except as provided herein, Xxxxxx shall be responsible for obtaining and maintaining its own insurance program separately from the GM and/or Telecom insurance programs (which may continue to be maintained by GM and/or Telecom, as the case may be). Notwithstanding the foregoing, (1) GM and Telecom, upon the request of Xxxxxx, shall use commercially reasonable efforts to assist Xxxxxx in the transition to its own separate insurance coverage from and after the Spin-Off Merger Time, and shall provide Xxxxxx with any information that is in the possession of either GM or Telecom, as the case may be, and is reasonably available and necessary to either obtain such insurance coverage or to assist Xxxxxx in preventing gaps in its insurance coverages, (2) each of GM, Xxxxxx, Telecom and Delco on the request of the other shall cooperate with and use commercially reasonable efforts to assist the other in the collection of proceeds from insurance claims made under any insurance policy for the benefit of any insured party, and (3) neither Xxxxxx, XX, Telecom or Delco, nor any of their Affiliates, shall take any action that would jeopardize or otherwise interfere with any party's ability to collect any proceeds payable pursuant to any insurance policy.
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Related to Cooperation in Insurance Matters

  • Insurance Matters Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

  • Indemnification Insurance The Company shall not alter, in any manner adverse to the Investor Designees, any rights to indemnification and exculpation from liabilities currently afforded to members of the Board of Directors pursuant to the Charter, the Bylaws or any indemnification agreement, in each case, as in effect as of the Effective Time. The Company shall use commercially reasonable efforts to continue to maintain in effect directors’ and officers’ liability insurance and fiduciary liability insurance with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable, in the aggregate, to the insureds as provided in the Company’s existing policies as of the Effective Time. The Company hereby acknowledges that certain Investor Designees may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and its subsidiaries (collectively, the “Indemnitors”). The Company hereby agrees that, with respect to an action, suit or proceeding brought against an Investor Designee by reason of the fact that such Investor Designee is or was a director of the Company (A) the Company and its subsidiaries are the indemnitor of first resort (i.e., their obligations to the Investor Designees are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Investor Designee are secondary), (B) the Company and its subsidiaries shall be required to advance the full amount of expenses incurred by any Investor Designee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, in each case, to the extent legally permitted and as required by the terms of this Agreement, the Charter, the Bylaws, and certificate of incorporation, certificate of formation, bylaws, limited partnership agreement or limited liability company agreement or comparable organizational documents of any of the Company’s subsidiaries (or any other agreement between the Company or any of its subsidiaries and any such Investor Designee related to indemnification), without regard to any rights such Investor Designee may have against the Indemnitors, and, (C) the Company and its subsidiaries irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by an Indemnitor on behalf of an Investor Designee with respect to any claim for which such Investor Designee has sought indemnification from the Company or its subsidiaries shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Investor Designee against the Company and its subsidiaries.

  • Key Person Insurance At any time during the Term, the Company shall have the right to insure the life of Executive for the Company’s sole benefit. The Company shall have the right to determine the amount of insurance and the type of policy. Executive shall reasonably cooperate with the Company in obtaining such insurance by submitting to physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company or broker shall not be provided to the Company without the prior written authorization of Executive. Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy.

  • Post-Termination Insurance Coverage (a) If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, or because of disability, the Bank shall continue or cause to be continued at the Bank’s expense medical and life insurance benefits for the Executive and any of his dependents covered at the time of his termination. The medical insurance benefits shall continue until the first to occur of (w) the Executive’s return to employment with the Bank or another employer, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates.

  • 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.

  • Construction Insurance In addition to the requirements of Article 10 of this Lease, in the event that Tenant makes any Alterations, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee.

  • Liability Insurance and Funding For the duration of Indemnitee’s service as a director and/or officer of the Company and for a reasonable period of time thereafter, which such period shall be determined by the Company in its sole discretion, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company, and, if applicable, that is substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. Upon reasonable request, the Company shall provide Indemnitee or his or her counsel with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including, without limitation, a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement and (ii) in renewing or seeking to renew any insurance hereunder, the Company will not be required to expend more than 2.0 times the premium amount of the immediately preceding policy period (equitably adjusted if necessary to reflect differences in policy periods).

  • Workers’ Compensation Insurance At all times during the period of construction of the Tenant Improvements, Tenant shall, or shall cause its contractors or subcontractors to, maintain statutory workers’ compensation insurance as required by Applicable Laws.

  • ' Compensation Insurance At all times during the period of construction of the Tenant Improvements, Tenant shall, or shall cause its contractors or subcontractors to, maintain statutory workers’ compensation insurance as required by Applicable Laws.

  • R&W Insurance Policy In the event Parent or any of its Affiliates obtains a representations and warranties insurance policy in respect of the representations and warranties contained in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement (such policy, a “R&W Insurance Policy”), then (a) the payment of the premium (inclusive of commissions, surplus lines or premium taxes) and underwriting fees required by the R&W Insurance Policy to be paid (the “R&W Policy Premium”) shall be paid by Parent at or following Closing in connection with the issuance of the R&W Insurance Policy, with fifty percent (50%) of the R&W Policy Premium being borne by the Company as a Transaction Expense, and, for the avoidance of doubt, any other costs incurred or due following the Effective Time relating to the R&W Insurance Policy shall be borne solely by Parent and its Affiliates (including the Surviving Company after the Mergers); (b) such R&W Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranties insurance policy industry); (c) such R&W Insurance Policy shall expressly waive any claims of subrogation, contribution, assignment, or otherwise, against the Stockholder or its Affiliates (or any direct or indirect past or present shareholder, member, partner, stockholder, employee, director or officer (or the functional equivalent of any such position) of the Stockholder or its Affiliates) (except in the case of Fraud); (d) the Stockholder shall, and shall cause the Company to, use commercially reasonable efforts to cooperate with Parent and its Affiliates and provide assistance as reasonably required to obtain such R&W Insurance Policy prior to Closing and (e) the subrogation waiver described in clause (c) of this Section 6.10 may not be amended or otherwise modified in any manner adverse to the Stockholder or any of the other persons listed in clause (c) of this Section 6.10, without Stockholder’s prior written consent (which consent may be withheld in its sole discretion).

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