Insurance Indemnity. (a) Purchaser will cause the Surviving Corporation to purchase a six year pre-paid noncancellable directors and officers insurance policy covering the current and all former directors, officers and similar persons of the Company and its Subsidiaries, with respect to acts or failures to act prior to the Effective Time, in a single aggregate amount over the six-year period immediately following the Closing Date equal to the policy limit for the Company's current directors and officers insurance policy as of the date hereof (the "Current Policy"). If such insurance is obtainable at an annual cost per -------------- covered year not in excess of 200% of the annual premium paid by the Company for the Current Policy (the "Cap"), then Purchaser will cause the Surviving --- Corporation to purchase policies providing (or Purchaser will modify its existing policies to provide for) at least the same coverage as the Current Policy and containing terms and conditions no less advantageous to the current and former directors, officers and similar persons of the Company and its Subsidiaries than the Current Policy with respect to acts or failures to act prior to the Effective Time; provided, however, that Purchaser and the Surviving -------- ------- Corporation shall not be required to obtain policies providing such coverage except to the extent that such coverage can be provided at an annual cost of no greater than the Cap; and, if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Purchaser or the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap.
(b) Purchaser shall cause the Surviving Corporation to keep in effect in its bylaws provisions for a period of not less than six years from the Effective Time (or, in the case of matters occurring prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved) that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers and directors of the Company and its Subsidiaries to the fullest extent permitted by the DGCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enhance the rights of past or present officers and direct...
Insurance Indemnity. During the term of this Agreement, Manager shall at all times keep the Facility Insured with the kinds and amounts of insurance described below, This Insurance shall be written by companies authorized to do insurance business In the State of North Carolina. The policies must name Owner as an additional insured. Losses shall be payable to Owner and Manager as provided in Section 5.05 below. In addition, the policies shall name as an additional insured any mortgagee of the Facility by way of a standard form of mortgagee's loss payable endorsement. Any loss adjustment shall require the written consent of Owner, Manager, and each mortgagee. Evidence of insurance shall be deposited with Owner and, if requested, with any mortgagee(s). The policies on the Facility shall insure against the following risks:
(i) Loss or damage by fire and such other risks as may be included in the broadest form of extended coverage insurance from time to time available, including but not limited to loss or damage from leakage of any sprinkler system now or hereafter installed in the Facility, in amounts sufficient to prevent Owner or Manager from becoming a co-insurer within the terms of the applicable policies and in any event in an amount not less than one hundred percent (100%) of the then full replacement value thereof (as defined below in Section 5.02);
(ii) Loss or damage by explosion of steam boilers, pressure vessels or similar apparatus, now or hereafter installed in the Facility, in such limits with respect to any one accident as may be reasonably agreed by Owner and Manager from time to times:
(iii) Claims for personal injury or property damage under a policy of general public liability insurance with amounts not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence in respect of bodily injury, Two Million and No/00 Dollars ($2,000,000.00) aggregate per occurrence, and Three Hundred Thousand and No/100 Dollars ($300,000.00) for property damage;
(iv) Claims arising out of malpractice in an amount not less than One Million and No/100 Dollars ($1,000,000.00) for each person and for each occurrence;
(v) Such other hazards and in such amounts as may be customary for comparable properties in the area and is available from insurance companies authorized to do business In the State of North Carolina;
(vi) Loss of rental under a rental value insurance policy covering a risk of loss during the first six (6) months of reconstruction resulting from the occurrence of...
Insurance Indemnity. ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by statute; Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined single limit for bodily injury and property damage covering all vehicles, including hired vehicles, owned and non-owned vehicles; Commercial General Liability insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability insurance of $1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which ENGINEER is legally liable. If flying an Unmanned Aerial System (UAS or drone), ENGINEER will procure and maintain aircraft unmanned aerial systems insurance of $1,000,000 per occurrence. OWNER shall be made an additional insured on Commercial General and Automobile Liability insurance policies and certificates of insurance will be furnished to the OWNER. ENGINEER agrees to indemnify OWNER for third party personal injury and property damage claims to the extent caused by ENGINEER's negligent acts, errors or omissions. However, neither Party to this Agreement shall be liable to the other Party for any special, incidental, indirect, or consequential damages (including but not limited to loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; cost of capital; and/or fines or penalties), loss of profits or revenue arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to any such damages caused by the negligence, errors or omissions, strict liability or breach of contract. The employees of both parties are intended third party beneficiaries of this waiver of consequential damages.
Insurance Indemnity. 16.1 The NZOC will arrange travel and public liability insurance for all members of the Team, a summary of which will be provided to you by the NZOC as soon as practicable.
16.2 You understand and acknowledge that:
(a) the NZOC (which for the purposes of this clause includes its members, officers, staff, support personnel, coaches and members of the Team) will not itself be liable to you for any loss, damage or injury of any kind to you or your property arising from or in connection with any act or omission of any person (including the NZOC) unless it arises as a direct result of a deliberate and wrongful act or omission by the NZOC; and
(b) you release and indemnify the NZOC from any actions, proceedings, claims and damages (including all legal costs and other expenses) which may be taken or made against the NZOC or incurred or become payable by the NZOC arising out of any breach by you of the terms of this Agreement or otherwise arising from any unlawful, reckless, criminal or negligent acts or omissions by you.
Insurance Indemnity. Executive shall be covered by the Company’s directors’ and officers’ liability insurance policy, and errors and omissions coverage, to the extent such coverage is generally provided by the Company to its directors and officers and to the fullest extent permitted by such insurance policies. Nothing herein is or shall be deemed to be a representation by the Company that it provides, or a promise by the Company to obtain, maintain or continue any liability insurance coverage whatsoever for its executives. In addition, the Company shall enter into its standard indemnity agreement by which Company commits to indemnify a Company officer in connection with claims, suits or proceedings arising as a result of Executive’ service to the Company.
Insurance Indemnity. 16.1 The NZOC will arrange travel and public liability insurance for all members of the Team, a summary of which will be provided to you by the NZOC as soon as practicable.
16.2 You understand and acknowledge that:
(a) the NZOC release and indemnify you from any actions, proceedings, claims and damages (including all legal costs) which may be taken or made against you or incurred or become payable by you arising out of any breach by the NZOC of the terms of this Agreement or otherwise arising from any unlawful, reckless, criminal or negligent acts or omissions by the NZOC. The NZOC (which for the purposes of this clause includes its members, officers, staff, Team Support, coaches and members of the Team) will not itself be liable to you for any loss, damage or injury of any kind to you or your property arising from, or in connection with, any act or omission of any person (including the NZOC) unless it arises as a direct result of a deliberate and wrongful act or omission by the NZOC; and
(b) you release and indemnify the NZOC from any actions, proceedings, claims and damages (including all legal costs) which may be taken or made against the NZOC or incurred or become payable by the NZOC arising out of any breach by you of the terms of this Agreement or otherwise arising from any unlawful, reckless, criminal or negligent acts or omissions by you. You will not be liable to the NZOC for any loss or damage of any kind to the NZOC or its property arising from, or in connection with, any act or omission of any person unless it arises as a direct result of a deliberate and wrongful act or omission by you.
Insurance Indemnity. (a) Tenant covenants and agrees that from and after the date of delivery of the premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and expense and in the amounts specified and in the form hereinafter provided, the following types of insurance:
Insurance Indemnity. 13.1 Each Party shall take all necessary steps, at its own cost and on its own behalf to properly insure as far as reasonably possible, its entire legal liability to any third party which might be incurred as a consequence of its activity relating to this Agreement. Each Party undertakes to inform the other Party upon request therefore of the identity of their respective insurance carriers.
13.2 During the Term each Party hereto shall obtain, pay for, and keep in full force and effect (a) comprehensive general liability insurance with one or more reputable insurance carriers and (b) other insurance required by Requirements of Law in relation to the full performance of its obligations under this Agreement.
13.3 PFI will subscribe to reasonable damage insurance necessary, including without limitation warehouse liability insurance, to guarantee the PFDC Components actually received by it and the Products against all reasonable risks until their delivery to the carrier appointed by PFDC.
13.4 Each Party shall indemnify and hold the other Party harmless from any and all liability to a third party for any and all judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including without limitation reasonable attorney's fees, costs and disbursements) arising from any negligence, intentional or willful misconduct or a breach of this Agreement of or by the indemnifying Party (including product liability claims based on any negligent manufacture of Products in the case of PFI) in connection with this Agreement or any breach by the indemnifying Party of this Agreement. In addition and notwithstanding any provision to the contrary in this Agreement, PFDC shall indemnify and hold PFI harmless from any and all liability, judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including without limitation reasonable attorney's fees, costs and disbursements) arising from PFI's performance under this Agreement except to the extent arising from PFI's negligence, intentional or willful misconduct or breach of this Agreement. In addition and notwithstanding any provision to the contrary in this Agreement, PFI shall indemnify and hold PFDC harmless from any and all liability, judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including without limitation reasonable a...
Insurance Indemnity. (a) During and throughout the entire Term of this Agreement, the Consultant and its Subconsultants shall maintain all such insurance products with the limits set forth below:
(i) Comprehensive General Liability (Per Project) – for bodily injury and property damage – including any liability normally covered by a general liability policy with limits of not less than $1,000,000 per occurrence and $2,000,000 in the annual aggregate.
(ii) Professional Liability – in minimum amounts of $1,000,000 per occurrence and $3,000,000 aggregate.
(iii) Products & Completed Operations – Aggregate (Per Project) with a limit of not less than $1,000,000. The Products & Completed Operations Insurance policy shall be maintained for a minimum of two (2) years after final payment and the Selected Consultant shall continue to provide evidence of such coverage to the City on an annual basis during the aforementioned period. $1,000,000.
(iv) Automobile Liability – with a combined single limit of not less than
(v) Excess Umbrella Liability – with limits of not less than $2,000,000 per occurrence and $2,000,000 aggregate.
(vi) Workers’ Compensation – with coverage in compliance with the statutory requirements.
(vii) Employer’s Liability – with limits of not less than $100,000 each accident, $500,000 disease-policy limit, and $100,000 disease-each employee.
(b) Within five (5) calendar days of the City’s transmittal of the Notice of Award, the Consultant shall furnish to the City a certificate of insurance evidencing all required coverage in at least the limits required herein, naming the City of Reading, its elected officials, agents, and employees as additional insureds under the Comprehensive General Liability, Products & Completed Operations, Automobile Liability, and Excess Umbrella coverages, and providing that no policies may be modified or cancelled without thirty (30) days advance written notice to the City.
(c) All insurance policies shall be in effect with companies holding an A.M. Best rating of “A-” or better or financial rating of IX or better with the A.M. Best’s Company Key Rating, Guide – Latest Edition and shall be licensed or authorized to do business in the Commonwealth of Pennsylvania. Such companies shall also be acceptable to the City.
(d) Except as set forth above with respect to the Products & Completed Operations Insurance policy, each insurance policy shall remain in full force and effect until the expiration or termination of the Agreement or until all dutie...
