Insurance Captive Sample Clauses

Insurance Captive. For so long as DHSI or its permitted successor is a Guarantor, Tenant may utilize a domestic or foreign licensed insurance captive or establish its own insurance captive (the “Insurance Captive”) to satisfy the professional liability (referred to as malpractice in Section 13.2.5) and general liability insurance requirements (referred to as bodily injury (including resulting death), personal injury or property damage in Section 13.2.3);) (collectively, the “Specified Non-Property Insurance”); provided that such Insurance Captive is (a) a “segregated cell” or Single Parent captive owned, directly or indirectly, by DHSI, (b) in compliance with all Legal Requirements applicable to such Insurance Captive and the issuance of insurance policies in the applicable State, (c) such Insurance Captive is substantially consistent with Tenant’s current alternative “captive” insurance program, and (d) the insurance coverages otherwise comply with this ARTICLE XIII. In addition to the foregoing requirements, and as a condition to use of the Insurance Captive for such insurance coverages, Tenant shall cause the Insurance Captive to comply with the following requirements:
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Insurance Captive. Within ninety (90) days after the end of each fiscal year, a loss run history on the entire insurance captive, if an insurance captive is utilized for the Facility.
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Insurance Captive. No Credit Party shall assign or otherwise transfer any Collateral or any proceeds of the Loans to any Insurance Captive, except as otherwise expressly permitted by Section 4.7.
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Insurance Captive. The Company Group’s withdrawal from the Insurance Captive in 2019 and subsequent run-off of existing insurance policies was carried out in compliance with applicable Law in all material respects.
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Insurance Captive. (i) Subject to Administrative Agent’s prior written approval, Borrowers shall have the right to utilize or permit Emeritus to utilize a domestic or foreign insurance captive or establish and utilize its own insurance captive (the “Insurance Captive”) to satisfy the professional liability and general liability insurance requirements under Section 7.5(a) on the terms and conditions of this Section 7.5(b). Before the use of such Insurance Captive shall be effective, Borrowers shall have provided to Administrative Agent such information and documentation requested by Administrative Agent, including, without limitation, the following: (A) the policy forms and actual captive contracts (including any credit wrap) for the Insurance Captive, which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) evidence that the Insurance Captive is licensed to conduct business in all jurisdictions in which the Insurance Captive is required to be licensed, and (C) the latest regulatory filings with the applicable insurance regulator for such Insurance Captive. On an ongoing basis during the term of the Loan, Borrowers shall, or shall cause Emeritus, acting in its capacity as the manager of the Facilities, to fully disclose and provide copies of all reports, documents and agreements pertaining to the proposed Insurance Captive (and/or the applicable “cells” used for Borrowers) to Administrative Agent, which shall include, at a minimum, (z) no later than thirty (30) days before the proposed effective date of any such changes, any changes to the policy forms and actual captive contracts (including any credit wrap) for the Insurance Captive, which shall be in form and substance reasonably satisfactory to Administrative Agent; (y) within five (5) Business Days after the due date (including extensions) for the filing with the applicable insurance regulator in the jurisdiction in which the Insurance Captive is licensed, statements required to be filed with such applicable insurance regulator, audited financial statements for the applicable reporting period and annual captive manager’s report for the Insurance Captive (and/or the applicable “cells” used for Borrowers); (x) within five (5) Business Days after such reports become available, but no later than one hundred eighty (180) days following the end of each calendar year, all studies, opinions and reports (the “Insurance Studies”) performed by an Authorized Actuary, including, but not limited to, all...
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Insurance Captive. 13 Landlord ...........................................................................................................................................1 Landlord Funded Upgrade Expenditures .......................................................................................25 Landlord Funds Rent Increase .......................................................................................................27
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Related to Insurance Captive

  • R&W Insurance During the Interim Period, Acquiror may (but shall not be required to) obtain a buyer-side representations and warranties insurance policy with respect to the representations and warranties of the Company, in the name of and for the benefit of Pubco (the “R&W Policy”), which the Acquiror shall give the Company and its Representatives a reasonable opportunity to review and must be reasonably satisfactory to the Company. The Company will use commercially reasonable efforts to provide to Acquiror, during the Interim Period, reasonable assistance as is reasonably required so as to permit the binding and issuance of the R&W Policy at or prior to the Closing, including the execution and delivery of such no-claims declarations as is reasonably necessary (with such exceptions as deemed necessary by the Company) in connection with the issuance of the R&W Policy; provided that any such no-claims declaration given by an officer of the Company shall only be required to be given in such individuals’ capacity as an officer of the Company, and not in any individual capacity; provided further that the failure to deliver any no-claims declaration or breach of the covenants set forth in this Section 7.09, shall not constitute a failure of the condition set forth in Section 10.02(b) to be satisfied. If obtained by Acquiror, the R&W Policy shall provide that (i) the insurer or a Person claiming through the insurer shall have no, and shall waive and not pursue any and all, subrogation rights against the Company (including any successor entities) or any of its (including any successor entities) Affiliates (including any Pre-Closing Holder) with respect to any claim made by any insured thereunder (except against such Person to the extent a claim is paid by the insurer under the R&W Policy as a direct result of such Person’s Fraud); (ii) the Company (including any successor entities) is a third-party beneficiary of such waiver with the express right to enforce such waiver; and (iii) no Person shall amend the R&W Policy in a manner adverse to the Company (including any successor entities) or any of its Affiliates (including any Pre-Closing Holder) (including, for the avoidance of doubt, to provide that the insurer or any other Person may bring a claim against the Company (including any successor entity) or its Affiliates (including any Pre-Closing Holder) by way of subrogation (except as a direct result of such Person’s Fraud)), without the Company’s prior written consent. All reasonable and documented out-of-pocket costs and expenses incurred by Acquiror and the Company in obtaining the R&W Policy, including all premiums, brokers fees, and related costs, shall be treated as Acquiror Transaction Expenses.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Insurance Coverages The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:

  • REINSURANCE COVERAGE Reinsurance under this Agreement will apply to insurance issued by the Ceding Company on the Plans of Insurance shown in Schedule A. Such Plans of Insurance shall be reinsured with the Reinsurer on an automatic basis, subject to the requirements set forth in Section A below, or on a facultative basis, subject to the requirements set forth in Section B below, or on a facultative obligatory basis, subject to the requirements set forth in Section C below. The specifications for all reinsurance under this Agreement are provided in Schedule B.

  • Insurance Coverage The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

  • Insurance Contracts To the extent that any Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such insurance contracts for SpinCo or Parent as applicable (except to the extent that changes are required under applicable Law or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Parent and SpinCo for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.06.

  • Group Insurance 38.01 The Group Insurance Plan presently in effect shall remain in effect during the term of this Agreement.

  • FDIC Insurance For any deposit accounts you open, the FDIC requires Bank to disclose, and you hereby acknowledge, that deposits held by Evolve Bank & Trust are insured up to $250,000 federal deposit insurance limit, per depositor for each ownership category.

  • Insurance Companies Insurance required hereunder shall be in companies duly licensed to transact business in the State of Washington, and maintaining during the policy term a General Policyholders Rating of ‘A-’ or better and a financial rating of ‘IX’ or better, as set forth in the most current issue of “Best’s Insurance Guide.”

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