Insurance Coverage after Closing Sample Clauses

Insurance Coverage after Closing. The parties hereto agree and acknowledge that no insurance policy maintained by CD&L and its Affiliates (including the Seller) shall be available to or cover the Purchaser or its assets, properties, operations, employees and liabilities after the Closing Date (including in respect of any pre-Closing periods), all benefits and coverage under each such insurance policy shall terminate as of the Effective Time and none of the Purchaser or any of its Affiliates will seek any recoveries thereunder for Losses occurring thereafter. As of the Closing Date, the Purchaser shall be responsible for obtaining and maintaining any and all insurance policies and coverages in respect of the Seller and the transferred assets, properties, operations, employees and liabilities. Purchaser shall be solely responsible for any and all cost or expense (including but not limited to settlements, judgments and attorney's fees) occurring after the Closing Date which arise out of or which relate to any pre-Closing insurance claims of the Seller; provided that if the amount of such costs and expenses exceed the stop loss cap of the policies in effect on the date hereof, the Purchaser's liability shall be limited to such amount if the Seller has coverage under its stop loss policies that will respond to such claims. By way of example, if in the week before Closing, either (x) one of Seller's Employees visits a doctor or (y) one of Seller's Employees has an automobile accident, but the doctor's xxxx or body shop xxxx, as the case may be, has not been paid prior to Closing, such bills shall become the responsibility and liability of the Purchaser. The Purchaser shall reimburse the Seller for any amounts paid by CD&L or Seller (i) with respect to the claims listed on Schedule 3.19 (as such Schedule is amended at Closing for claims arising between the date hereof and the closing Date) and (ii) for amounts which may be refunded by the insurer. Any such reimbursement shall be paid by Purchaser (or GDS) within five (5) business days after delivery of notice by CD&L that such payment was made. The parties hereto further agree that any and all premiums or deposits paid by CD&L and its Affiliates (including Seller) prior to the Closing Date under any insurance maintained by CD&L and its Affiliates on behalf of the Seller shall be for the account of and retained by or paid to CD&L. The foregoing paragraph shall apply to all insurance, including but not limited to automobile, casualty, medical and d...
Sample 1
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Insurance Coverage after Closing. 46 EXHIBITS -------- EXHIBIT A Officer's Certificate of Seller EXHIBIT B Secretary's Certificate of Seller EXHIBIT C Officer's Certificate of Purchaser EXHIBIT D Secretary's Certificate of Purchaser ANNEXES ------------------------------------ Annex I Financial Statement Annex II Budget Principles This UNIT PURCHASE AGREEMENT dated as of September 29, 2000 is made and entered into by and between NorthWestern Corporation, a Delaware corporation ("PURCHASER"), Touch America Holdings, Inc., a Delaware corporation ("SELLER") and The Montana Power Company, a Montana corporation ("MPC"). Capitalized terms not otherwise defined herein have the meanings set forth in SECTION 12.01.
Sample 1
Insurance Coverage after Closing. The parties hereto agree and acknowledge that, except as disclosed in SECTION 13.14 OF THE DISCLOSURE SCHEDULE, each insurance policy listed in SECTION 2.18 OF THE DISCLOSURE SCHEDULE maintained by Seller and its Affiliates (including MPC, the Company and the Subsidiaries) shall be available to or cover MPC, the Company and the Subsidiaries or their respective assets, properties, operations and liabilities after the Closing Date, and all benefits and coverage under each such insurance policy shall continue following the Closing Date.
Sample 1
Insurance Coverage after Closing. Seller agrees to maintain, for a period of five (5) years after the closing, the products liability insurance coverage in existence at the time of execution of this agreement, or substantially similar coverage, and to name buyer as an additional insured under said insurance coverage. Seller agrees to give buyer at least 60 days' advance notice of a decision to terminate said insurance coverage, and shall instruct the insurance carrier to provide buyer at least 30 days' advance notice of a cancellation or lapse of said coverage. Said insurance coverage shall provide for the option to purchase at least 5 years of extended reporting ("tail coverage"). As additional insured, buyer shall be entitled to purchase, and seller hereby expressly authorizes buyer to so acquire if seller does not purchase, the tail coverage at any time said tail coverage may be purchased. If buyer exercises the option to purchase the tail coverage, buyer shall be responsible for the premium cost of the tail coverage for any period beyond the above-referenced 5 year period, and seller agrees to pay the premium cost of the tail coverage for the portion of the tail coverage that applies to said 5 year period.
Sample 1
Insurance Coverage after Closing. The parties hereto -------------------------------- agree and acknowledge that, except as set forth in this Section 8.7, no insurance policy maintained by Cyprus Amax and its Affiliates (including the Company and its Subsidiaries) shall be available to or cover the Company or any of its Subsidiaries or their respective assets, properties, operations and liabilities after the Closing Date (including in respect of any pre-Closing periods), all benefits and coverage under each such insurance policy shall terminate following the Closing Date and none of the Company or any of its Affiliates will seek any recoveries thereunder. As of the Closing Date, Buyer shall be responsible for obtaining and maintaining any and all insurance policies and coverages in respect of the Company and its Subsidiaries and their respective assets, properties, operations and liabilities. The parties hereto further agree that any and all refunds of premiums paid by Cyprus Amax and its Affiliates (including the Company and its Subsidiaries) prior to the Closing Date under any insurance maintained by Cyprus Amax and its Affiliates on behalf of the Company or any of its Subsidiaries shall be for the account of and retained by or paid to Cyprus Amax.
Sample 1

Related to Insurance Coverage after Closing

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

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

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

  • No Defense to Insurance Coverage No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any private mortgage insurance (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.

  • Post-Termination Insurance Coverage (a) If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, or because of disability, the Bank shall continue or cause to be continued at the Bank’s expense medical and life insurance benefits for the Executive and any of his dependents covered at the time of his termination. The medical insurance benefits shall continue until the first to occur of (w) the Executive’s return to employment with the Bank or another employer, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates.

  • Certificate of Insurer – Insurance Coverage Concurrently with any delivery of financial statements under Section 8.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies.

  • Insurance Covenants Lessee will:

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

  • Long-Term Disability Insurance Salary continuation benefit for total disability. Benefit commences with ninetieth day of disability and continues to a maximum of age sixty-five. Annual maximum benefit shall be 60% of the Base Salary.

  • Maintenance of Insurance Coverage Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.

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