Existing Insurance Coverage Sample Clauses

Existing Insurance Coverage. (a) From and after the Closing, the Seller shall use reasonable efforts (which shall not require acceptance of materially adverse changes in its existing insurance policies or in any replacement insurance policies or other materially adverse effects on the Seller), subject to the terms of the Seller's Insurance Policies, to retain the right to make claims and receive recoveries, subject to the provisions of this Section 6.12, for the benefit of the Company under such of the Insurance Policies of the Seller which benefit the Company and which are not transferred to the Buyer at Closing or retained by the Company. The Seller further agrees to use its reasonable efforts to assist the Company in its efforts to make any such claims and receive any such recoveries. With respect to any actions, suits and proceedings against, and any losses, liabilities, damages or expenses of, the Company arising out of events or circumstances which are covered by any such Insurance Policies (each an Insured Liability), the Seller shall promptly pay to the Buyer or the Company the proceeds of such Insurance Policies in respect of any such Insured Liability actually received by the Seller (it being understood that any proceeds of such insurance policies applied directly by the insurance carrier(s) to such Insured Liability shall be deemed to be a payment made by the Seller in respect of such Insured Liability). Subject to the right of the Buyer to seek indemnification pursuant to the provisions of Section 10.1: (i) the Parent, the Buyer and the Company shall be fully liable, jointly and severally, for all deductibles, retentions, exclusions and any portion of retrospective premium adjustments attributable to such Insured Liabilities as reasonably determined by the Seller and the Seller's insurance carrier (after consultation with the Buyer), and other amounts, losses and expenses to the full extent not paid, for whatever reason, by such insurance carrier(s) or not covered by such insurance policies, it being understood that the Seller shall be under no obligation to make any such payments or to advance any such payments; and (ii) the Parent and the Buyer agree, jointly and severally, to reimburse, indemnify and hold the Seller and its affiliates harmless for out-of-pocket costs and expenses (including, without limitation, any retroactive premium adjustments and current or prospective premium increases imposed on the Seller or any of its affiliates resulting from Insured Liabilitie...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Existing Insurance Coverage. Insurance coverage applicable to the Business shall be available to the Buyer with respect to insured occurrences or claims made relating to the Business on or prior to the Closing Date, if and only to the extent that the Buyer has assumed or paid the loss or liability attributed to such occurrences. If, after the Closing, the Seller actually receives from an insurer cash proceeds (excluding any return of premium or reimbursed attorneys or investigation or other fees) attributable to such insurance coverage with respect to any insured occurrences or any series of occurrences on or prior to the Closing Date or any claims that were asserted on or prior to the Closing Date, then such cash proceeds shall be paid to the Buyer net of any deductible, co-payment, retro fees, self-insured premiums, defense costs or other charges paid or payable to the insurance carrier or obligations to reimburse the insurance carrier for which the Seller is liable, to the extent that the Buyer has assumed or paid the loss or liability attributed to such occurrences. The Buyer shall reimburse the Seller for any administrative costs, retro fees, premiums, self-insured or deductible loss costs or other expenses that the Seller is charged after the Closing by such insurance carrier relating to claims paid to the Buyer subsequent to Closing under insurance coverage and applicable to the Business prior to Closing.
Sample 1
Existing Insurance Coverage. If, after December 1, 1997, any of Shell, Star, TRMI (East), Shell Norco, SRI or their Affiliates receives, directly or indirectly, from any insurer cash proceeds attributable to (i) casualty and property (but not liability or business interruption for periods prior to the Effective Time) insurance coverage applicable to any of the Contributed Assets with respect to any occurrence or any series of related occurrences on or after December 1, 1997 or (ii) real property title insurance in respect of any of the Contributed Assets, which proceeds, in either the case of clause (i) or (ii), aggregate in excess of $1,000,000 for such occurrence or series of related occurrences, then such recipient shall pay over such cash proceeds to the Company (net of any deductible, co-payment, retro fees, premiums, costs or other charges payable to the insurance carrier or obligations to reimburse the insurance carrier for which it is liable and net of the cost of collection) except to the extent that (x) the damage or loss incurred as a result of such occurrence or series of occurrences was repaired, restored or reimbursed by or on behalf of such recipient prior to the Effective Time or will be obligated to be reimbursed by such recipient pursuant to the Motiva Joint Venture Documents or (y) Shell, SRI and Texaco have otherwise expressly agreed in writing that such proceeds shall not be paid over to the Company. Any such payment paid over to the Company shall reduce any amounts payable by such recipient or its Affiliates with respect to such occurrence under Article 8 of the Master Agreement. Any other insurance proceeds received by any of Shell, Star, TRMI (East), Shell Norco, SRI or their Affiliates with respect to any occurrence or series of occurrences prior to the Effective Time shall be retained by such recipient.
Sample 1Sample 2
Existing Insurance Coverage. On or after the Closing Date, Seller will cancel any insurance coverage applicable to the occurrences (with respect to any "occurrence" policies) or claims made (with respect to any "claims-made" policies) after the Closing Date in respect of the Cyrk CPG Business or the Subsidiaries. If after the Closing, the Buyer or any Subsidiary receives cash proceeds from an insurer that are attributable to such insurance coverage with respect to any insured occurrences or any series of occurrences on or prior to the Closing Date or any claims that were made on or prior to the Closing Date, then such cash proceeds will promptly be paid to Seller, except for any cash proceeds received by Buyer for any loss or liability attributed to such occurrence or series of occurrences or claims made which is an Assumed Liability and except for any right to receive such cash proceeds which is included within the determination of the Closing Purchase Price, in which case Buyer shall retain such cash proceeds.
Sample 1
Existing Insurance Coverage. 27 10.7 Payment of Remainder of Stay Bonuses .......... 27 10.8
Sample 1
Existing Insurance Coverage. As of the Closing Date, Seller will cancel insurance coverage applicable to Seller occurrences (as such term "occurrence" policies) or claims made (with respect to any "claims- made" policies) after the Closing Date (other than insurance policies in the name of Seller or an Affiliate thereof; provided, however, that the remaining insurance coverage will be available to Buyer with respect to insured occurrences or series of occurrences relating to the Business or claims made on or prior to the Closing Date to the extent that Buyer has retained, assumed or paid the loss or liability attributed to such occurrence or series of occurrences or claims made. If after the Closing, Seller receives cash proceeds (excluding any return of premium or reimbursed attorneys or investigation or other fees) from an insurer that are attributable to such insurance coverage with respect to any insured occurrences or any series of occurrences on or prior to the Closing Date or any claims that were made on or prior to the Closing Date, then such cash proceeds will be paid to Buyer to the extent that Buyer has assumed or paid the loss or liability attributed to such occurrence or series of occurrences or claims made. Seller shall use its reasonable efforts to cooperate with Buyer to ensure that there are no gaps in insurance coverage with respect to the Business as a result of this Agreement.
Sample 1
Existing Insurance Coverage. If, after December 1, 1997, any of Shell Newco, TRMI, TRMI Holdings, Texaco Pipeline, Texaco Trading, Texaco Convent, Texaco Anacortes or their Affiliates receives, directly or indirectly, from any insurer cash proceeds attributable to (i) casualty and property (but not liability or business interruption for periods prior to the Effective Time) insurance coverage applicable to any of the Contributed Assets with respect to any occurrence or any series of related occurrences on or after December 1, 1997 or (ii) real property title insurance in respect of any of the Contributed Assets, which proceeds, in either the case of clause (i) or (ii), aggregate in excess of $1,000,000 for such occurrence or series of related occurrences, then such recipient shall pay over such cash proceeds to the Company (net of any deductible, co-payment, retro fees, premiums, costs or other charges payable to the insurance carrier or obligations to reimburse the insurance carrier for which it is liable and net of the cost of collection) except to the extent that (x) the damage or loss incurred as a result of such occurrence or series of occurrences was repaired, restored or
Sample 1
AutoNDA by SimpleDocs
Existing Insurance Coverage. If, after December 1, 1997, any of Shell Newco, TRMI, TRMI Holdings, Texaco Pipeline, Texaco Trading, Texaco Convent, Texaco Anacortes or their Affiliates receives, directly or indirectly, from any insurer cash proceeds attributable to (i) casualty and property (but not liability or business interruption for periods prior to the Effective Time) insurance coverage applicable to any of the Contributed Assets with respect to any occurrence or any series of related occurrences on or after December 1, 1997 or (ii) real property title insurance in respect of any of the Contributed Assets, which proceeds, in either the case of clause (i) or (ii), aggregate in excess of $1,000,000 for such occurrence or series of related occurrences, then such recipient shall pay over such cash proceeds to the Company (net of any deductible, co-payment, retro fees, premiums, costs or other charges payable to the insurance carrier or obligations to reimburse the insurance carrier for which it is liable and net of the cost of collection) except to the extent that (x) the damage or loss incurred as a result of such occurrence or series of occurrences was repaired, restored or reimbursed by or on behalf of such recipient prior to the Effective Time or will be obligated to be reimbursed by such recipient pursuant to the Equilon Joint Venture Documents or (y) Shell and Texaco have otherwise expressly agreed in writing that such proceeds shall not be paid over to the Company. Any such payment paid over to the Company shall reduce any amounts payable by such recipient or its Affiliates with respect to such occurrence under Article 8 of the Master Agreement. Any other insurance proceeds received by any of Shell Newco, TRMI, TRMI Holdings, Texaco Pipeline, Texaco Trading, Texaco Convent, Texaco Anacortes xx xxxxx Xxxxxxxxxx xxxx xxxxxxx xx xxx xxxxxxxxxx xx xxxxxx xx occurrences prior to the Effective Time shall be retained by such recipient.
Sample 1
Existing Insurance Coverage. 24 6.10. [ ] 24 6.11. Access to Auburn Facility..................................................................................25 6.12. [ ] 25 TABLE OF CONTENTS (CONTINUED)
Sample 1

Related to Existing Insurance Coverage

  • Insurance Coverages The Company shall procure and maintain in full force and effect throughout the Term of this Agreement insurance coverages of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise equivalent in respect of the Company’s properties and operations:

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • D & O Insurance The Company agrees that for six (6) years and one (1) business day after the expiration or earlier termination of the Employment Period the Company shall obtain and provide at its expense directors’ and officers’ liability insurance or directors’ and officers’ liability tail insurance policies covering the Executive with respect to acts or omissions occurring during Executive’s employment with the Company with coverage and amounts (including with respect to the payment of attorney’s fees) equal to or greater than those of the Company’s policy in effect on the date hereof.

  • Coverage Borrower shall cause to be carried and maintained commercial general liability insurance, on an occurrence form, against risks customarily insured against in Borrower’s line of business. Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability per the terms of the indemnification agreement found in Section 6.3. Borrower must maintain a minimum of $2,000,000 of commercial general liability insurance for each occurrence. Borrower has and agrees to maintain a minimum of $2,000,000 of directors’ and officers’ insurance for each occurrence and $5,000,000 in the aggregate. So long as there are any Secured Obligations outstanding, Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks of physical loss or damage howsoever caused, in an amount not less than the full replacement cost of the Collateral, provided that such insurance may be subject to standard exceptions and deductibles.

Time is Money Join Law Insider Premium to draft better contracts faster.