Insurance and Subrogation. (a) Tenant shall maintain insurance complying with all of the following: (i) Tenant shall procure, pay for and keep in full force and effect, at all times during the Lease Term, the following: (1) Comprehensive general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease; (2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof; (3) Plate glass insurance, at actual replacement cost; (4) Pressure vessel insurance, if applicable; (5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information); (6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and (7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlord. (ii) Each policy of liability insurance required to be carried by Tenant pursuant to this paragraph or actually carried by Tenant with respect to the Premises or the Property: (i) shall, except with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and such others as are designated by Landlord, as additional insureds; (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide that such policy shall not be subject so cancellation, lapse or change except after at least thirty days prior written notice to Landlord, and (vi) shall contain a so-called "severability" or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect to the Premises or the Property or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors, which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractors.
Appears in 2 contracts
Samples: Office Lease (Maker Communications Inc), Office Lease (Maker Communications Inc)
Insurance and Subrogation. (aA) During the term of this Lease, Tenant shall maintain insurance complying with all of the following:
(i) Tenant shall procure, pay for hereby covenants and keep in full force and effectagrees, at all times during its sole expense, to keep the Lease Term, the following:
(1) Comprehensive general Premises and Equipment fully insured against damage caused by fire and other risks and to maintain liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage with respect to property occurring within the operation of its business on the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Propertysuch amounts, with coverage such insurers and with such coverages as are consistent with the coverages maintained by Tenant in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance the operation of Tenant's obligation to indemnify Landlord as contained in business and other truck stop facilities. Tenant may maintain any insurance coverages required by the terms of this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Lease under a blanket policy covering other assets of Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlord.
(iiB) Tenant agrees to furnish Landlord copies of the policies or certificates of insurance described in subparagraph (A) above upon request.
(C) Each policy of fire and liability insurance required to be carried policy obtained and maintained by Tenant pursuant to this paragraph either Landlord or actually carried by Tenant with respect to the Premises or and Equipment shall contain appropriate clauses pursuant to which the Property: insurance companies issuing such policies (i) shallwaive all rights of subrogation against Landlord and Tenant, except as applicable, with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and losses payable under such others as are designated by Landlord, as additional insureds; policies and/or (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide agree that such policy policies shall not be subject so cancellationinvalidated because the insured has hereby waived any and all right of recovery against Tenant for losses covered by such policies.
(D) Landlord hereby waives any and all rights of recovery which it might otherwise have against Tenant, lapse its directors, officers, partners, servants, agents, or change except after at least thirty days prior written notice to Landlordemployees, and (vi) shall contain a so-called "severability" for any loss, injury, or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect damage to the Premises or extent the Property or any property therein (i) shall provide same is covered by Landlord's insurance, notwithstanding that such policy shall not be subject to cancellationloss, lapse injury, or change except after at least thirty days prior written notice to Landlord damage may result from the negligence or fault of Tenant, its directors, officers, partners, servants, agents or employees. Tenant hereby waives any and (ii) shall contain a waiver and/or a permission to waive by the insurer of any all right of subrogation recovery which it might otherwise have against Landlord, its partners, principals, members, officers, servants, agents, or employees, agents and contractorsfor any loss, which might arise injury, or damage to the extent the same could be covered by reason of any payment under insurance, notwithstanding that such policy loss, injury or by reason of any act damage may result from the negligence or omission fault of Landlord, its partners, principals, members, officers, servants, agents, or employees.
(E) All policies referred to in this Section 16 shall contain an agreement by the insurer(s) that such policies shall not be cancelled or altered except upon thirty (30) days prior written notice (ten (10) days in the case of cancellation caused by the nonpayment of premiums) to each named insured and loss payee, agents and contractorsshall name Landlord and Landlord's Mortgagee, if any, as "additional insureds" or as loss payee as their respective interests may appear.
Appears in 2 contracts
Samples: Lease Agreement (Petro Stopping Centers Holdings Lp), Lease Agreement (Petro Stopping Centers L P)
Insurance and Subrogation. (a) Tenant shall maintain insurance complying with all For the duration of Indemnitee’s service as a director, officer, employee, or agent of the following:
(i) Tenant shall procure, pay for Company and keep in full force and effect, at all times during the Lease Term, the following:
(1) Comprehensive general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (six years thereafter or, if later, for so long as set forth Indemnitee is subject to any possible action, suit or proceeding described in Basic Lease Information);
(6Section 2(a) Workers compensation above, the Company shall provide directors’ and officers’ liability insurance coverage for Indemnitee that is at least as favorable in scope and any amount as that provided as of such time for the Company’s directors and other employee benefit executive officers. Upon request, the Company shall provide Indemnitee or his counsel with a copy of all directors’ and officers’ liability insurance sufficient 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 comply with all laws; and
(7) With respect provide Indemnitee the same rights and benefits, subject to making of alterations or the construction of improvements or same limitations, as are accorded to the like undertaken Company’s directors and officers most favorably insured by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlordsuch policy.
(iib) Each policy In the event of liability insurance required any payment by the Company under this Agreement, the Company shall be subrogated to be carried by Tenant pursuant the extent of such payment to this paragraph or actually carried by Tenant all of the rights of recovery of Indemnitee with respect to the Premises or the Property: (i) shallany insurance policy, except with respect who shall execute all papers required and take all action necessary to insurance required by subparagraph (a)(vi) abovesecure such rights, name Landlord, and including execution of such others documents as are designated necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Landlord, as additional insureds; Indemnitee in connection with such subrogation.
(iic) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide that such policy The Company shall not be subject so cancellationliable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, lapse but not limited to, judgments, fines, ERISA excise taxes or change except after at least thirty days prior written notice to Landlordpenalties, and (viamounts paid in settlement) shall contain a so-called "severability" or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect if and to the Premises or the Property extent that Indemnitee has otherwise actually received such payment under this Agreement or any property therein (i) shall provide that such policy shall not be subject to cancellationinsurance policy, lapse contract, agreement or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors, which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractorsotherwise.
Appears in 2 contracts
Samples: Indemnification Agreement (Tornier B.V.), Indemnification Agreement (Eurand N.V.)
Insurance and Subrogation. (A) During the term of this Lease, Tenant hereby covenants and agrees, at its sole expense, to keep the Premises fully insured against damage caused by fire and other risks and to maintain liability insurance with respect to the operation of its business in the Premises in such amounts, with such insurers and with such coverages as are consistent with the coverages maintained by Tenant in the operation of Tenant's business and other truck stop facilities. Tenant may maintain any insurance coverages required by the terms of this Lease under a blanket policy covering other assets of Lessee.
(B) During the term of this Lease, Tenant agrees that upon request from Landlord that Tenant will furnish to Landlord copies of the policies or certificates of insurance described in subparagraph (a) Tenant shall maintain insurance complying above, and with all respect to each renewal thereof, evidencing the payment of the following:
(i) Tenant shall procure, pay for and keep premiums due in full force and effect, at all times during the Lease Term, the following:
(1) Comprehensive general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlordconnection therewith.
(iiC) Each policy of fire and liability insurance required to be carried policy obtained and maintained by Tenant pursuant to this paragraph either Landlord or actually carried by Tenant with respect to the Premises or shall contain appropriate clauses pursuant to which the Property: insurance companies issuing such policies (i) shallwaive all rights of subrogation against Landlord and Tenant, except as applicable, with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and losses payable under such others as are designated by Landlord, as additional insureds; policies and/or (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide agree that such policy policies shall not be subject so cancellationinvalidated because the insured has hereby waived any and all right of recovery against Tenant for losses covered by such policies.
(D) Landlord hereby waives any and all rights of recovery which it might otherwise have against Tenant, lapse its directors, officers, partners, servants, agents, or change except after at least thirty days prior written notice to Landlordemployees, and (vi) shall contain a so-called "severability" for any loss, injury, or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect damage to the Premises or extent the Property or any property therein (i) shall provide same could be covered by Landlord's insurance, notwithstanding that such policy shall not be subject to cancellationloss, lapse injury, or change except after at least thirty days prior written notice to Landlord damage may result from the negligence or fault of Tenant, its directors, officers, partners, servants, agents or employees. Tenant hereby waives any and (ii) shall contain a waiver and/or a permission to waive by the insurer of any all right of subrogation recovery which it might otherwise have against Landlord, its partners, principals, members, officers, servants, agents, or employees, agents and contractorsfor any loss, which might arise injury, or damage to the extent the same could be covered by reason of any payment under insurance, notwithstanding that such policy loss, injury or by reason of any act damage may result from the negligence or omission fault of Landlord, its partners, principals, members, officers, servants, agents, or employees.
(E) Landlord hereby covenants and agrees during the term of this Lease to carry and maintain commercial general liability insurance, agents including contractual indemnification coverage, in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, for injury and contractorsloss of life and property damage, which commercial general liability coverage shall cover any and all occurrences arising prior to the Effective Date of this Lease, regardless of when the claims with regards to such occurrences are asserted. Landlord shall, upon request of Tenant, provide Tenant evidence of such insurance and of the payment of the premiums therefore.
Appears in 2 contracts
Samples: Lease Agreement (Petro Stopping Centers L P), Lease Agreement (Petro Stopping Centers Holdings Lp)
Insurance and Subrogation. (a) Tenant To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents, fiduciaries or similar functionaries of the Company or for individuals serving at the request of the Company as directors, officers, partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise, Indemnitee shall maintain be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent, fiduciary or similar functionary under such policy or policies.
(b) In the event of any payment by the Company under this Agreement for which reimbursement is available under any insurance complying with policy or policies obtained by the Company, the Company shall be subrogated to the extent of such payment to all of the followingrights of recovery of Indemnitee under such insurance policy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, provided that all Expenses relating to such action shall be borne by the Company.
(c) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company.
(d) If Indemnitee is a director of the Company during the term of this Agreement and Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that:
(i) Tenant this obligation shall procure, pay for and keep in full force and effect, at all times be suspended during the Lease Term, period immediately following the following:
(1) Comprehensive general time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance insuring Tenant against liability policy in effect covering Indemnitee for personal injury, bodily injury, death and damage to property occurring within the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurancesuch claims that, if applicable;
(5) Product liability insurance (includingit were a run-off policy, without limitationwould meet or exceed the foregoing standards, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth but in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all lawsevent this suspension period shall end when a Change in Control occurs; and
(7ii) With respect no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to making have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlordsix-year period.
(iie) Each policy Notwithstanding the preceding clause (d) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance required policy covering Indemnitee that meets the foregoing standards in clause (d) and lasts for a six-year period upon Indemnitee’s ceasing to be carried by Tenant pursuant to this paragraph an officer or actually carried by Tenant with respect to the Premises or the Property: (i) shall, except with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and such others as are designated by Landlord, as additional insureds; (ii) shall be primary insurance providing that the insurer shall be liable for the full amount a director of the loss, up to and including the total amount of liability set forth Company in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide that such policy shall not be subject so cancellation, lapse or change except after at least thirty days prior written notice to Landlord, and (vi) shall contain a so-called "severability" or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect to the Premises or the Property or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors, which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractorscircumstances.
Appears in 2 contracts
Samples: Indemnification Agreement (Geotag Inc.), Indemnification Agreement (Trico Marine Services Inc)
Insurance and Subrogation. (aA) During the term of this Lease, Tenant shall maintain insurance complying with all of the following:
(i) Tenant shall procure, pay for hereby covenants and keep in full force and effectagrees, at all times during its sole expense, to keep the Lease Term, the following:
(1) Comprehensive general Premises and Equipment fully insured against damage caused by fire and other risks and to maintain liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage with respect to property occurring within the operation of its business on the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Propertysuch amounts, with coverage such insurers and with such coverages as are consistent with the coverages maintained by Tenant in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance the operation of Tenant's obligation to indemnify Landlord as contained in business and other truck stop facilities. Tenant may maintain any insurance coverages required by the terms of this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Lease under a blanket policy covering other assets of Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlord.
(iiB) Tenant agrees to furnish Landlord copies of the policies or certificates of insurance described in subparagraph (A) above upon request.
(C) Each policy of fire and liability insurance required to be carried policy obtained and maintained by Tenant pursuant to this paragraph either Landlord or actually carried by Tenant with respect to the Premises or and Equipment shall contain appropriate clauses pursuant to which the Property: insurance companies issuing such policies (i) shallwaive all rights of subrogation against Landlord and Tenant, except as applicable, with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and losses payable under such others as are designated by Landlord, as additional insureds; policies and/or (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide agree that such policy policies shall not be subject so cancellationinvalidated because the insured has hereby waived any and all right of recovery against Tenant for losses covered by such policies.
(D) Landlord hereby waives any and all rights of recovery which it might otherwise have against Tenant, lapse its directors, officers, partners, servants, agents, or change except after at least thirty days prior written notice to Landlordemployees, and (vi) shall contain a so-called "severability" for any loss, injury, or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect damage to the Premises or extent the Property or any property therein (i) shall provide same is covered by Landlord's insurance, notwithstanding that such policy shall not be subject to cancellationloss, lapse injury, or change except after at least thirty days prior written notice to Landlord damage may result from the negligence or fault of Tenant, its directors, officers, partners, servants, agents or employees. Tenant hereby waives any and (ii) shall contain a waiver and/or a permission to waive by the insurer of any all right of subrogation recovery which it might otherwise have against Landlord, its partners, principals, members, officers, servants, agents, or employees, agents and contractorsfor any loss, which might arise injury, or damage to the extent the same could be covered by reason of any payment under insurance, notwithstanding that such policy loss, injury or by reason of any act damage may result from the negligence or omission fault of Landlord, its partners, principals, members, officers, servants, agents, or employees, agents and contractors.
Appears in 2 contracts
Samples: Lease Agreement (Petro Stopping Centers Holdings Lp), Lease Agreement (Petro Stopping Centers L P)
Insurance and Subrogation. (a) During the term of this Lease, Tenant shall maintain insurance complying with all of the following:
(i) Tenant shall procure, pay for hereby covenants and keep in full force and effectagrees, at all times during its sole expense, to keep the Lease Term, the following:
(1) Comprehensive general Premises fully insured against damage caused by fire and other risks and to maintain liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage with respect to property occurring within the Premises, or resulting from Tenant's use or occupancy operation of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities its business in or about the Premises or the Propertyin such amounts, with coverage such insurers and with such coverages as are consistent with the coverages maintained by Tenant in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance the operation of Tenant's obligation to indemnify Landlord as contained in business and other truck stop facilities. Tenant may maintain any insurance coverages required by the terms of this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out Lease under a blanket policy covering other assets of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to LandlordLessee.
(iib) During the term of this Lease, Tenant agrees that upon request from Landlord that Tenant will furnish to Landlord copies of the policies or certificates of insurance described in subparagraph (a) above, and with respect to each renewal thereof, evidencing the payment of the premiums due in connection therewith.
(c) Each policy of fire and liability insurance required to be carried policy obtained and maintained by Tenant pursuant to this paragraph either Landlord or actually carried by Tenant with respect to the Premises or shall contain appropriate clauses pursuant to which the Property: insurance companies issuing such policies (i) shallwaive all rights of subrogation against Landlord and Tenant, except as applicable, with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and losses payable under such others as are designated by Landlord, as additional insureds; policies and/or (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide agree that such policy policies shall not be subject so cancellationinvalidated because the insured has hereby waived any and all right of recovery against Tenant for losses covered by such policies.
(d) Landlord hereby waives any and all rights of recovery which it might otherwise have against Tenant, lapse its directors, officers, partners, servants, agents, or change except after at least thirty days prior written notice to Landlordemployees, and (vi) shall contain a so-called "severability" for any loss, injury, or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect damage to the Premises or extent the Property or any property therein (i) shall provide same could be covered by Landlord's insurance, notwithstanding that such policy shall not be subject to cancellationloss, lapse injury, or change except after at least thirty days prior written notice to Landlord damage may result from the negligence or fault of Tenant, its directors, officers, partners, servants, agents or employees. Tenant hereby waives any and (ii) shall contain a waiver and/or a permission to waive by the insurer of any all right of subrogation recovery which it might otherwise have against Landlord, its partners, principals, members, officers, servants, agents, or employees, agents and contractorsfor any loss, which might arise injury, or damage to the extent the same could be covered by reason of any payment under insurance, notwithstanding that such policy loss, injury or by reason of any act damage may result from the negligence or omission fault of Landlord, its partners, principals, members, officers, servants, agents, or employees.
(e) Landlord hereby covenants and agrees during the term of this Lease to carry and maintain commercial general liability insurance, agents including contractual indemnification coverage, in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, for injury and contractorsloss of life and property damage, which commercial general liability coverage shall cover any and all occurrences arising prior to the Effective Date of this Lease, regardless of when the claims with regards to such occurrences are asserted. Landlord shall, upon request of Tenant, provide Tenant evidence of such insurance and of the payment of the premiums therefore.
Appears in 1 contract
Insurance and Subrogation. (a) Tenant For the duration of Indemnitee’s service as a director and/or officer of the Corporation, and thereafter for so long as Indemnitee shall maintain be subject to any pending or possible Proceeding or Claim, the Corporation 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 complying providing coverage for directors and/or officer of the Corporation. The Corporation shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. Without limiting the generality or effect of the two immediately preceding sentences, the Corporation shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Corporation, 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 Corporation’s directors and officers most favorably insured by such policy. The Corporation 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.
(b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the following:related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Corporation).
(ic) Tenant The Corporation shall procure, pay for not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and keep in full force and effect, at all times during the Lease Term, the following:
(1) Comprehensive general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlord.
(ii) Each policy of liability insurance required to be carried by Tenant pursuant to this paragraph or that Indemnitee has otherwise actually carried by Tenant with respect to the Premises or the Property: (i) shall, except with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and received such others as are designated by Landlord, as additional insureds; (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability set forth in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide that such policy shall not be subject so cancellation, lapse or change except after at least thirty days prior written notice to Landlord, and (vi) shall contain a so-called "severability" or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect to the Premises or the Property or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors, which might arise by reason of any payment under such policy any insurance policy, contract, agreement or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractorsotherwise.
Appears in 1 contract
Insurance and Subrogation. (a) Tenant shall maintain [To be included for directors related to Sponsor Entities: The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance complying provided by one or more Persons with all of the following:
(i) Tenant shall procure, pay for and keep in full force and effect, at all times during the Lease Term, the following:
(1) Comprehensive general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within the Premises, whom or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance Indemnitee may be associated (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within any Sponsor Entity). The Company hereby acknowledges and agrees that (i) the Premises, Company shall be the indemnitor of first resort with respect to any Claim that is the extent obtainable, coverage for liability arising out subject of the distributionIndemnity Obligations, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlord.
(ii) Each policy of liability insurance required to be carried by Tenant pursuant to this paragraph or actually carried by Tenant with respect to the Premises or the Property: (i) shall, except with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and such others as are designated by Landlord, as additional insureds; (ii) Company shall be primary insurance providing that the insurer shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Claim that is the full amount subject of the lossIndemnity Obligations, up to and whether created by applicable law, organizational or constituent documents, contract (including the total amount of liability set forth in the declaration of coveragethis Agreement) or otherwise, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee or advance Expenses to Indemnitee in respect of any Claim shall be in a form satisfactory secondary to Landlord; the obligations of the Company hereunder, (iv) the Company shall be carried required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with companies reasonably acceptable to Landlord with Best's ratings whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or insurer of at least A any such Person and XI; (v) shall provide that such policy shall not the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be subject so cancellationassociated (including, lapse or change except after at least thirty days prior written notice to Landlordwithout limitation, and (viany Sponsor Entity) shall contain a so-called "severability" or "cross liability" endorsement. Each policy from any claim of property insurance maintained by Tenant with respect to the Premises or the Property contribution, subrogation or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive other recovery of any kind in respect of amounts paid by the insurer Company hereunder. In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against Landlordthe Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated (including, its partnerswithout limitation, principalsany Sponsor Entity) or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated (including, memberswithout limitation, any Sponsor Entity). Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) with respect to any Claim arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement.]
(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents and contractorsor fiduciaries of the Company or for individuals serving at the request of the Company as directors, which might arise officers, partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, Indemnitee shall be covered by reason such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any payment such director, officer, employee, agent or fiduciary under such policy or by reason policies[To be included for directors related to Sponsor Entities: and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to the same extent as the Company’s indemnification and advancement obligations set forth in this Agreement].
(c) In the event of any act payment by the Company under this Agreement for which reimbursement is available under any insurance policy or omission policies obtained by the Company, the Company shall be subrogated to the extent of Landlordsuch payment to all of the rights of recovery of Indemnitee under such insurance policy or policies, its partnerswho shall execute all papers required and take all action necessary to secure such rights, principalsincluding execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, membersprovided that all Expenses relating to such action shall be borne by the Company.
(d) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the rights of recovery of Indemnitee to the extent of such payment, provided, however, that nothing in this Section 7.2(d) shall modify the Company’s agreement to waive, relinquish and release any other Person with whom or which Indemnitee may be associated [(including, without limitation, any Sponsor Entity)] from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder as provided in Section 7.2(a)(v) hereof. For purposes of clarity, the Company does not waive, relinquish or release any other Person with whom or which Indemnitee is not associated, and the Company intends to preserve subrogation claims against such Persons.
(e) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under the Company’s charter or bylaws or any insurance policy, contract, agreement or otherwise.
(f) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company.
(g) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, employeesthe Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, agents which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and contractorswill provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company and that is reasonably satisfactory to Indemnitee; provided, however, that:
(i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and
(ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period.
(h) Notwithstanding the preceding clause (g) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee that is reasonably satisfactory to Indemnity, meets the foregoing standards in clause (g), and lasts for a six-year period upon the Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances.
(i) If at the time of the receipt of a notice of a Claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.
Appears in 1 contract
Samples: Indemnification Agreement (Eco-Stim Energy Solutions, Inc.)
Insurance and Subrogation. (a) Tenant The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance complying with all of reputable insurance companies with A.M. Best ratings of“A-” or better (or, if A.M. Best does not rate the following:
(i) Tenant shall procureinsurance company, pay for and keep in full force and effect, at all times during the Lease Term, the following:
(1) Comprehensive general liability an equivalent rating by an equivalent licensed insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within the Premises, rating organization or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Informationagency), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises providing Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of the full actual replacement cost thereof;
fact that Indemnitee is or was or has agreed to serve as a director, officer or executive, or while serving as a director, officer or executive of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, executive, employee or agent (3which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) Plate glass insuranceof another corporation, at actual replacement cost;
(4) Pressure vessel insurancelimited liability company, if applicable;
(5) Product liability insurance (includingpartnership, without limitationjoint venture, if food and/or beverages are distributedtrust, sold and/or consumed within the Premisesemployee benefit plan or other enterprise, to the extent obtainable, coverage for liability or arising out of Indemnitee’s status as such, whether or not the distributionCompany would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director, sale, use officer or consumption executive of food and/or beverages (including alcoholic beverages, if applicable) the Company. If the Company has such insurance in effect at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and time the Company receives from Indemnitee any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making notice of alterations the commencement of an action, suit or proceeding, the construction Company shall give prompt notice of improvements the commencement of such action, suit or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlord.
(ii) Each policy of liability insurance required to be carried by Tenant pursuant to this paragraph or actually carried by Tenant with respect proceeding to the Premises or insurers in accordance with the Property: (i) shall, except with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and such others as are designated by Landlord, as additional insureds; (ii) shall be primary insurance providing that the insurer shall be liable for the full amount of the loss, up to and including the total amount of liability procedures set forth in the declaration policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of coverageIndemnitee, without all amounts payable as a result of such proceeding in accordance with the right terms of contribution from or prior such policy.
(b) Subject to Section 10(b), in the event of any payment by any other insurance coverage of Landlord; (iii) the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in a form satisfactory accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.
(c) Subject to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide that such policy Section 10(b), the Company shall not be subject so cancellationliable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, lapse or change except after at least thirty days prior written notice to Landlordbut not limited to, judgments, fines and amounts paid in settlement, and (vi) shall contain a so-called "severability" excise taxes or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect penalties relating to the Premises or Employee Retirement Income Security Act of 1974, as amended) if and to the Property extent that Indemnitee has otherwise actually received such payment under this Agreement or any property therein (i) shall provide that such policy shall not be subject to cancellationinsurance policy, lapse contract, agreement or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors, which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractorsotherwise.
Appears in 1 contract
Insurance and Subrogation. (a) Tenant To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents, fiduciaries or similar functionaries of the Company or for individuals serving at the request of the Company as directors, officers, partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise, Indemnitee shall maintain be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent, fiduciary or similar functionary under such policy or policies.
(b) In the event of any payment by the Company under this Agreement for which reimbursement is available under any insurance complying with policy or policies obtained by the Company, the Company shall be subrogated to the extent of such payment to all of the followingrights of recovery of Indemnitee under such insurance policy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, provided that all Expenses relating to such action shall be borne by the Company.
(c) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company.
(d) If Indemnitee is a director of the Company during the term of this Agreement and Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of five (5) years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the twelve (12) months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that:
(i) Tenant this obligation shall procure, pay for and keep in full force and effect, at all times be suspended during the Lease Term, period immediately following the following:
(1) Comprehensive general time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance insuring Tenant against liability policy in effect covering Indemnitee for personal injury, bodily injury, death and damage to property occurring within the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as set forth in Basic Lease Information), which insurance shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurancesuch claims that, if applicable;
(5) Product liability insurance (includingit were a run-off policy, without limitationwould meet or exceed the foregoing standards, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth but in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all lawsevent this suspension period shall end when a Change in Control occurs; and
(7ii) With respect no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to making have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to Landlordfive (5) period.
(iie) Each policy Notwithstanding the preceding clause (d) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one (1) year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance required policy covering Indemnitee that meets the foregoing standards in clause (d) and lasts for a five (5) year period upon Indemnitee’s ceasing to be carried by Tenant pursuant to this paragraph an officer or actually carried by Tenant with respect to the Premises or the Property: (i) shall, except with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and such others as are designated by Landlord, as additional insureds; (ii) shall be primary insurance providing that the insurer shall be liable for the full amount a director of the loss, up to and including the total amount of liability set forth Company in the declaration of coverage, without the right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide that such policy shall not be subject so cancellation, lapse or change except after at least thirty days prior written notice to Landlord, and (vi) shall contain a so-called "severability" or "cross liability" endorsement. Each policy of property insurance maintained by Tenant with respect to the Premises or the Property or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, officers, employees, agents and contractors, which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractorscircumstances.
Appears in 1 contract
Samples: Indemnification Agreement (Universal Insurance Holdings, Inc.)
Insurance and Subrogation. (a) Tenant Indemnitee shall maintain insurance complying be covered by the Company’s D&O Liability Insurance in accordance with all its or their terms to the maximum extent of the following:
(i) Tenant shall procurecoverage available for any director or officer under such policy or policies. If, pay for at the time the Company receives notice of a claim hereunder, the Company has director and keep officer liability insurance in full force and effect, at all times during the Lease Term, Company shall give prompt notice of such Proceeding to the following:
(1) Comprehensive general liability insurance insuring Tenant against liability for personal injury, bodily injury, death and damage to property occurring within insurers in accordance with the Premises, or resulting from Tenant's use or occupancy of the Premises, the Building, the Common Areas or the Property, or resulting from Tenant's activities in or about the Premises or the Property, with coverage in an amount equal to Tenant's Required Liability Coverage (as procedures set forth in Basic Lease Information)the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, which insurance on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall contain a "broad form liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord as contained in this Lease;
(2) Fire and property damage insurance in so-called "fire and extended coverage" form insuring Tenant against loss from physical damage to Tenant's personal property, inventory, trade fixtures and improvements within not affect or impair the Premises with coverage for the full actual replacement cost thereof;
(3) Plate glass insurance, at actual replacement cost;
(4) Pressure vessel insurance, if applicable;
(5) Product liability insurance (including, without limitation, if food and/or beverages are distributed, sold and/or consumed within the Premises, to the extent obtainable, coverage for liability arising out obligations of the distribution, sale, use or consumption of food and/or beverages (including alcoholic beverages, if applicable) at the Premises for not less than Tenant's Required Liability Coverage (as set forth in Basic Lease Information);
(6) Workers compensation insurance and any other employee benefit insurance sufficient to comply with all laws; and
(7) With respect to making of alterations or the construction of improvements or the like undertaken by Tenant, contingent liability and builder's risk insurance, in an amount and with coverage reasonably satisfactory to LandlordCompany under this Agreement.
(iib) Each policy The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of liability expenses and/or insurance required to be carried provided by Tenant pursuant to this paragraph one or actually carried by Tenant more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that, with respect to the Premises matters covered by the balance of this Agreement, it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the Property: (i) shallsame expenses or liabilities incurred by Indemnitee are secondary), except and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to insurance required by subparagraph (a)(vi) above, name Landlord, and such others as are designated by Landlord, as additional insureds; (ii) any claim for which Indemnitee has sought indemnification from the Company under this Agreement shall affect the foregoing. The Third-Party Indemnitors shall be primary insurance providing subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company under this Agreement if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the insurer shall be liable for Third-Party Indemnitors are not entitled to the full amount of the loss, up to and including the total amount of liability set forth subrogation rights described in the declaration of coveragepreceding sentence, without the Third-Party Indemnitors shall have a right of contribution from or prior payment by any other insurance coverage of Landlord; (iii) shall be in a form satisfactory the Company to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord with Best's ratings of at least A and XI; (v) shall provide that such policy shall not be subject so cancellation, lapse or change except after at least thirty days prior written notice to Landlord, and (vi) shall contain a sothe Third-called "severability" or "cross liability" endorsement. Each policy of property insurance maintained by Tenant Party Indemnitors with respect to the Premises any advance or the Property or any property therein (i) shall provide that such policy shall not be subject to cancellation, lapse or change except after at least thirty days prior written notice to Landlord and (ii) shall contain a waiver and/or a permission to waive payment by the insurer Third-Party Indemnitors to or on behalf of any right of subrogation against Landlordthe Indemnitee.
(c) Subject to Section 8.02(b), its partners, principals, members, officers, employees, agents and contractors, which might arise by reason in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(d) Subject to Section 8.02(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or by reason of any act or omission of Landlord, its partners, principals, members, officers, employees, agents and contractorsother indemnity provision.
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