INDEMNITY POLICY. The Xxxxxx School District will extend its "errors and omissions coverage" as provided in its School Board Indemnity Policy to all members of the Bargaining Unit.
INDEMNITY POLICY. Following the Closing, the Sellers shall provide, and/or cause its Affiliates to provide, such reasonable cooperation (at Buyer’s cost to the extent such claim (or portion thereof) is solely against the Indemnity Policy) to Buyer, the applicable insurance provider and the Company in connection with pursuing any claims under the Indemnity Policy as may be requested by Buyer, the applicable insurance provider or the Company. Buyer Indemnitees, in their sole discretion, shall have the right to determine whether to bring a claim against the Indemnity Escrow Fund (to the extent there are funds remaining therein) or the Indemnity Policy; provided, however, that in the event that any amounts are recovered under the Indemnity Policy following a payment for such Losses from the Indemnity Escrow Funds, Buyer shall cause such amount recovered under the Indemnity Policy (but only up to the amount withdrawn from the Indemnity Escrow Fund in respect of such Loss) to be deposited into the Indemnity Escrow Fund.
INDEMNITY POLICY. The Buyer shall obtain a policy providing representations and warranties insurance coverage (the “Indemnity Policy”) with respect to Losses incurred, sustained or suffered by any Buyer Indemnified Party as a result of, arising out of or relating to a breach of any representation or warranty by the Sellers, Blocker, the Company or its Subsidiaries under this Agreement or as a result of Pre-Closing Taxes. The aggregate amount of the premium with respect to such Indemnity Policy (plus applicable surplus lines tax), together with the related underwriting fees, due diligence fees, net brokerage fees and any other related fees of Euclid Transactional, LLC will, in the aggregate, be paid one-half by the Buyer and one-half by the Sellers prior to Closing. The foregoing amount paid by the Sellers with respect to the Indemnity Policy shall be a Transaction Expense and may, at the direction of Sellers, be deducted from the Estimated Purchase Price otherwise payable to Sellers at Closing. The Buyer and the Seller have further agreed that the Buyer shall be responsible for Losses within the retention amount under the Indemnity Policy up to a maximum of 1% of the Purchase Price, with the Seller to be responsible for any Losses in excess of 1% of the Purchase Price within the retention amount under the Indemnity Policy. To the extent that the Buyer intends after the Closing to make or consider making a claim under the Indemnity Policy and deems the assistance and cooperation of the Sellers reasonably necessary or helpful in connection therewith, the Buyer shall so notify the Sellers and the Sellers shall use all reasonable efforts to provide such assistance and cooperation.
INDEMNITY POLICY. You have an ‘Indemnity Policy’ for the purposes of the terms and conditions of this Policy if the Monthly Benefit shown on your Policy Schedule appears as ‘Indemnity’.
