Insurance Not Required Sample Clauses

Insurance Not Required. Notwithstanding Section 7.1, the Company will have no obligation to obtain or maintain the insurance contemplated by Section 7.1 if the Board of Directors determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company will promptly notify Indemnitee of any such determination not to provide insurance coverage.
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Insurance Not Required. Notwithstanding Section 7.1, the Company will have no obligation to obtain or maintain the insurance contemplated by Section 7.1 if the Board of Directors determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company will promptly notify Indemnitee of any such determination not to provide insurance coverage. Notwithstanding the foregoing, in the event of a Change in Control, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of Indemnitee, for a period of six years following the Change in Control.
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Insurance Not Required. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of the coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by any entity who Indemnitee was serving at the request of the Company.
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Insurance Not Required. Owner and Operator agree that neither Owner nor Operator will obtain insurance to cover acts of terrorism and mold infestation and that such risks, including damage to the Hotel, are assumed by Owner; provided, however, that Owner and Operator shall endeavor, on a commercially reasonable basis, not to purchase insurance policies that expressly exclude such risks. Should Owner desire insurance to cover such risks, Owner will procure such insurance at Owner’s sole cost and expense.
Sample 1
Insurance Not Required. Notwithstanding Section 7.1, the Company will have no obligation to obtain or maintain the insurance contemplated by Section 7.1 if the Board of Directors determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company will promptly notify Indemnitee in writing of any such determination not to provide insurance coverage; provided, however, that in the event of a Change of Control, any reduction or discontinuation of such insurance coverage shall require the prior approval of a majority of the Board of Directors in office as of the date hereof (the calculation of such majority to also include the members of the Board of Directors duly elected (with the approval of the members of the Board of Directors then in office) after the date hereof but prior to such Change of Control).
Sample 1
Insurance Not Required. Notwithstanding Section 7.1, the Company will have no obligation to obtain or maintain the insurance contemplated by Section 7.1 if a majority of the Incumbent Directors determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company will promptly notify Indemnitee of any such determination not to provide insurance coverage. Further, the existence of insurance contemplated by Section 7.1 in no way limits the Company’s obligation to indemnify Indemnitee under this Agreement in any way or otherwise modifies this Agreement.
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Insurance Not Required. Covered by Xxxxx
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Related to Insurance Not Required

  • Mitigation Not Required As a condition of any payment hereunder, Executive shall not be required to mitigate the amount of such payment by seeking other employment or otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive under this Agreement.

  • Insurance Required The Engineer shall secure the insurance specified below. The insurance shall be issued by insurance company(s) acceptable to the City and may be in a policy or policies of insurance, primary or excess. Certificates of all required insurance including any policy endorsements shall be provided to the City prior to or upon the execution of this Agreement.

  • Required Not required Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this contract, and have no limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000.

  • Insurance Notices To Agent, disclosure of losses or casualties required by Section 5.4.

  • Existence; Compliance with Legal Requirements; Insurance Each Borrower and Operating Lessee shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its Entity existence, rights, licenses, Permits and franchises necessary for the conduct of its business and to comply or to initiate compliance in all material respects with all applicable Legal Requirements and Insurance Requirements applicable to it and each Individual Property. Each Borrower and Operating Lessee shall notify Lender promptly of any written notice or order that such Borrower or Operating Lessee receives from any Governmental Authority relating to such Borrower’s or Operating Lessee’s failure to comply with such applicable Legal Requirements relating to such Borrower’s or Operating Lessee’s applicable Individual Property and promptly take any and all actions necessary to bring its operations at such Individual Property into compliance with such applicable Legal Requirements (and shall fully comply with the requirements of such Legal Requirements that at any time are applicable to its operations at any Individual Property) provided, that such Borrower or Operating Lessee at its expense may, after prior notice to the Lender, contest by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence, the validity or application, in whole or in part, of any such applicable Legal Requirements as long as (i) neither the applicable Collateral nor any part thereof or any interest therein, will be sold, forfeited or lost or subject to a continuing Lien if such Borrower or Operating Lessee pays the amount or satisfies the condition being contested, and such Borrower or Operating Lessee would have the opportunity to do so, in the event of such Borrower’s or Operating Lessee’s failure to prevail in the contest, (ii) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability or criminal liability, and (iii) such Borrower or Operating Lessee shall have furnished to the Lender additional security in respect of the claim being contested or the loss or damage that may result from such Borrower’s or Operating Lessee’s failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than one hundred twenty-five percent (125%) of the amount of such claim. Each Borrower and Operating Lessee shall at all times maintain, preserve and protect, or cause the maintenance, preservation and protection of, all franchises and trade names and preserve or cause the preservation of all the remainder of its property necessary for the continued conduct of its business and keep the applicable Individual Properties, or cause the same to be kept, in good repair, working order and condition, except for reasonable wear and use, and from time to time make, or cause to be made, all necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgages. Borrowers and Operating Lessee shall keep their Individual Properties insured at all times, as provided in the Mortgages.

  • Ownership of Property; Insurance Coverage (a) Innes Street and the Citizens Bank each has good and, as to real property, marketable title to all material assets and properties owned by Innes Street or Citizens Bank in the conduct of their business, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Innes Street Regulatory Reports and in the Innes Street Financials or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material liens, mortgages, security interests or pledges, or to the knowledge of Innes Street, encumbrances, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB of Atlanta, inter-bank credit facilities, or any transaction by Citizens Bank acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Innes Street and Citizens Bank, as lessee, have the right under valid and subsisting leases of real and personal properties used by Innes Street and Citizens Bank in the conduct of their business to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in the notes to the Innes Street Financials. (b) With respect to all material agreements pursuant to which Innes Street or Citizens Bank has purchased securities subject to an agreement to resell, if any, Innes Street or Citizens Bank has a lien or security interest (which to Innes Street's Knowledge is a valid, perfected first lien) in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby. (c) Innes Street and Citizens Bank each currently maintains insurance considered by Innes Street to be reasonable for their respective operations. Innes Street has not received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Innes Street under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Innes Street has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Innes Street DISCLOSURE SCHEDULE 3.09 identifies all policies of insurance maintained by Innes Street and Citizens Bank.

  • Registration Not Required Notwithstanding the foregoing, the General Partner shall not be required to file or maintain the effectiveness of a registration statement covering the resale of Redemption Shares if, in the opinion of counsel to the General Partner, such Redemption Shares could be sold by the holders thereof pursuant to Rule 144 under the Securities Act, or any successor rule thereto.

  • Notation Not Required Neither the Company nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any Subsidiary Guarantee or any release, termination or discharge thereof.

  • Required Insurance Coverages The Contractor also agrees to purchase insurance and have the authorized agent state on the insurance certificate that the Contractor has purchased the following types of insurance coverages, consistent with the policies and requirements of O.C.G.A. §50-21-37. The minimum required coverages and liability limits are as follows:

  • Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 business days of execution of the Contract if the Vendor is awarded services which require that Vendor’s employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that have an A rating and a Financial Size Category Class of VII from A.M. Best, and are licensed in the State of Texas and authorized to provide the corresponding coverage. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows:

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