Insurance and Indemnification. (a) The Surviving Partnership will at all times after the Effective Time indemnify and hold harmless each person who is at the date of this Agreement, or has been at any time prior to the date of this Agreement, a general partner of the Company (or any general partner, officer or director thereof) or a managing member, general partner, director, officer or employee of any of their respective subsidiaries (“Indemnified Parties”), in each case to the fullest extent permitted by applicable law, with respect to any claim, liability, loss, damage, cost, fees (including reasonable attorneys’ fees) or expense (whenever asserted or claimed) based in whole or in part, or arising in whole or in part out of, any act or omission by that person at or prior to the Effective Time in connection with that person’s duties as a general partner, managing member, director, officer or employee, to the same extent and on the same terms (including with respect to advancement of expenses) provided in the relevant limited partnership agreement, operating agreement or articles of incorporation, or in any indemnification agreements, in effect on the date of this Agreement. The Surviving Partnership will pay all reasonable expenses, including attorney’s fees that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations of the Surviving Partnership under this Section 9.3.
(b) Lima and Parent will cause the Surviving Partnership to keep in effect (at no less than their current levels of coverage) for at least six years after the Effective Time the policies or tail liability coverage of (i) general partners’ liability insurance maintained by the General Partners and/or Company and (ii) either directors and officers’ liability insurance, general partner’s liability insurance or managing member liability insurance, as the case may be, maintained by the General Partners, the Company, their respective subsidiaries at the date of this Agreement; provided that (A) Lima and Parent may substitute policies having comparable coverage and amounts and containing similar terms and conditions which are no less advantageous to the persons who are currently covered by those policies and with carriers comparable in terms of credit worthiness to those which have written those policies and (B) neither Lima, Parent nor the Surviving Partnership will be required to pay an annual premium for that insurance in excess of three times the annual premium relating to the year during...
Insurance and Indemnification. (1) Prior to the Acquisition Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards.
(2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date.
(3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.
Insurance and Indemnification. Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.
Insurance and Indemnification. In accordance with Applicable Laws, the SPONSOR shall be liable, even without fault, for any damage incurred by a Study Participant or, in the case of death, his rightful claimants, that arises either in direct or indirect connection with the Study and shall provide compensation therefore. The SPONSOR shall enter into an insurance contract in accordance with Applicable Laws. Each Party, shall indemnify and hold harmless the other, its agents and employees (collectively the “Other Party’s Indemnitees”) from any and all duly evidenced liabilities, claims, actions, or suits to the extent caused by its negligence or wrongful acts or omissions; or the negligence or wrongful acts or omissions of its agents or employees pertaining to the activities to be carried out pursuant to the obligations under this Agreement. Each Party shall promptly notify the other in writing of any such complaint, claim or injury relating to any loss subject to this indemnification. Neither Party shall indemnify and hold harmless the Other Party’s Indemnitees from liabilities arising out of negligence or wrongful acts or omissions of such Other Party’s Indemnitees. Without prejudice to SPONSOR’s no-fault liability towards Study Participants, the SPONSOR recognizes the need for the INVESTIGATOR to provide, at SPONSOR’s expense reasonable and necessary care for Study Participants involved in the Study with any adverse reaction in direct or indirect connection with the Study. In case of gross negligence or willful misconduct of the INVESTIGATOR and/or INSTITUTION, the SPONSOR may seek recourse against the INVESTIGATOR and/or the INSTITUTION. Except in case of gross negligence or wilful misconduct, [including breach of Sponsor Owned Inventions under Article 6.4.3, […][…] ], or where such limitation would be prohibited by mandatory provisions of law, the INSTITUTION’s total liability and indemnification obligation under this Agreement to the SPONSOR [and CRO jointly] under any and all circumstances for direct damages jointly shall under any and all circumstances not exceed (a) for damages covered under the civil liability insurance policy of the INSTITUTION in accordance with Article 7.6, the effective coverage under such insurance policy, and (b) for damages not covered under the civil liability insurance policy of the INSTITUTION (i) per occurrence an amount corresponding to the aggregated fees (excluding pass through costs) paid or/to be paid by the SPONSOR (and/or CRO) to the INSTITUTION...
Insurance and Indemnification. The Executive shall be entitled to indemnification, including advancement of expenses (if applicable), in accordance with and to the extent provided by the Company’s bylaws and articles of incorporation, and any separate indemnification agreement, if any.
Insurance and Indemnification. 11.1 You will, upon commencement of the Term, purchase and at all times maintain in full force and effect:
A. Workers' compensation insurance (if required by Your State law) in amounts prescribed by law;
B. Fire and lightning, extended coverage, theft, vandalism and malicious mischief, flood (if the Unit is in a Designated Flood Hazard Area), and sprinkler leakage insurance on the Unit and all fixtures, equipment, supplies and other property used in the operation of the Unit, for not less than 80% of the cash value of the same, except that an appropriate deductible clause will be permitted;
C. Comprehensive general liability insurance and product liability insurance coverage in such amounts and upon such terms as may from time to time be customary for retail businesses located in Your Territory, but not less than $1,000,000.00, insuring both You and FUA as an additional insured against all claims, suits, obligations, liabilities, and damage, including attorneys' fees, based upon or arising out of actual or alleged personal injuries or property damage relating to the use or condition of the Unit; and,
D. Such additional insurance as may be required by the terms of any lease or mortgage for the Unit. The liability insurance afforded by the policy or policies will not be limited in any way by reason of any insurance that may be maintained by FUA.
11.2 All policies of insurance required under this Section will be with responsible companies qualified to do business and in good standing in the state where the Unit is located, and will be in a form reasonably satisfactory to FUA.
11.3 Prior to opening for business You will furnish to FUA certificates issued by each of Your insurers indicating that all premiums due have been paid, that all required insurance is in full force and effect and that the insurance will not be terminated or changed without at least 30 days' prior written notice from the insurer to FUA.
11.4 New certificates evidencing renewal of insurance will be furnished at least 30 days prior to the date of expiration of each policy. Within 5 days of any request by FUA, You will deliver a copy of all insurance policies to FUA for examination.
11.5 If You fail to obtain or maintain adequate insurance, FUA may, at its election and sole discretion, obtain insurance for and in Your name. Within 5 days of any written request by FUA, You will pay all costs of obtaining adequate insurance.
11.6 You will indemnify, defend and hold FUA harmless against all cla...
Insurance and Indemnification. (a) In addition to any insurance which may be required under the Lease, Tenant shall secure, pay for and maintain or cause Tenant’s Contractors to secure, pay for and maintain during the continuance of the Work within the Building or Premises, insurance in the following minimum coverages and the following minimum limits of liability:
(i) Worker’s Compensation and Employer’s Liability Insurance with limits of not less than $500,000.00, or such higher amounts as may be required from time to time by any Employee Benefit Acts or other statutes applicable where the work is to be performed, and in any event sufficient to protect Tenant’s Contractors from liability under the aforementioned acts.
(ii) Comprehensive General Liability Insurance (including Contractors’ Protective Liability) in an amount not less than $1,000,000.00 per occurrence, whether involving bodily injury liability (or death resulting therefrom) or property damage liability or a combination thereof with a minimum aggregate limit of $2,000,000.00, and with umbrella coverage with limits not less than $5,000,000.00. Such insurance shall provide for explosion and collapse, completed operations coverage and broad form blanket contractual liability coverage and shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others and arising from its operations under the contracts whether such operations are performed by Tenant’s Contractors or by anyone directly or indirectly employed by any of them.
(iii) Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired, or non-owned in an amount not less than $500,000.00 for each person in one accident, and $1,000,000.00 for injuries sustained by two or more persons in any one accident and property damage liability in an amount not less than $1,000,000.00 for each accident. Such insurance shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others arising from its operations under the contracts, whether such operations are performed by Tenant’s Contractors, or by anyone directly or indirectly employed by any of them.
(iv) “All-risk” builder’s risk insurance upon the entire Work to the full insurable value thereof. This insurance shall include the interests of Landlord and Tenant (and their respective ...
Insurance and Indemnification. The Successful Contractor shall defend, indemnify, and hold harmless Xxxxxxx County and any of its agencies, officials, officers, or employees from and against all claims, damages, liability, losses, costs and expenses, including reasonable attorney’s fees, arising out of or resulting from any acts or omissions in connection with the operations or work included or undertaken in the performance of this contract, caused in whole or in part by Contractor, its employees, agents, or subcontractors, or caused by others for whom Contractor is liable. Contractor’s obligations under this section with respect to indemnification for acts or omissions of shall be limited to the coverage and limits of insurance that Contractor is required to procure and maintain under this Contract. Insurance shall be procured and maintained by Contractor as described in Exhibit A of this Invitation to Bid. Contractor shall file Certificates of Insurance with Xxxxxxx County Purchasing Department in the form described in Exhibit A within the time limit also described in the Exhibit.
Insurance and Indemnification. 6.1 WORK SITE shall maintain insurance as listed below:
i. Comprehensive commercial general liability, property loss, and personal injury insurance with a combined single limit of no less than one million dollars ($1,000,000.00) per occurrence; The Commercial General Liability Policy shall name CUSTOMER and Foundation for California Community Colleges, its directors, officers, and employees as Additional Insureds. ii. Workers’ compensation as required under the Workers’ Compensation and Safety Act of the State of California, as amended from time to time for WORK SITE’s employees only (not PARTICIPANTS).
6.2 The WORK SITE shall indemnify and hold harmless CUSTOMER, its elected and appointed councils, boards, commissions, officers, agents, and employees from any liability, including attorneys’ fees, for damage or claims for damage for any economic loss or personal injury, including death, as well as for property damage, to the extent caused by intentional or negligent acts or omissions in the performance of services rendered under this Agreement.
6.3 WORK SITE shall be liable for and shall indemnify, defend and hold both CUSTOMER and the Foundation for California Community Colleges harmless against any costs, expenses, claims, suits, judgments, loss or damage (including reasonable attorneys’ fees) arising from any and all wage and hour violations or breach of any labor and employment laws brought by a PARTICIPANT due to the fault, willful misconduct, or negligence of the WORK SITE.
Insurance and Indemnification. Minimum Insurance Requirements. Unless higher amounts or additional coverage are stated elsewhere in this agreement, during the performance of this contract or order, Seller shall maintain the following types of insurance coverage in the minimum amounts stated:
