Insurance Policies Assignment Sample Clauses

Insurance Policies Assignment. (a) Seller and the Bank agree to make commercially reasonable efforts to obtain consent to partial or complete assignments of any insurance policies of the Bank if requested to do so by CNB to the extent necessary to maintain the benefits to CNB of such policies as they apply to the Bank and its affairs. Seller and the Bank shall also inform CNB no later than the Closing Date of any material unfiled insurance claims of which they have knowledge and for which they believe coverage exists. (b) CNB and the Bank agree that, immediately following the execution of this Agreement (subject to regulatory requirements, if any), but in any case prior to the Closing, the Bank will assign to Seller (or any designee of Seller) any and all rights that it may have relating to any and all loans and other credit extended to the parties identified in the Disclosure Schedule and Seller shall purchase for cash from the Bank any such loan or loans that remain outstanding prior to the Closing at gross book value (including accrued but unpaid interest) minus the amount of reserves associated with such loan or loans; such assigned rights shall include, but are not limited to, all rights of the Bank as the lender on, and holder/owner of, the aforementioned loans, as an unpaid creditor and as an insured under all applicable insurance policies, including but not limited to The Financial Institution Bond, the Comprehensive General Liability Policy and any and all title insurance policies; the Selling Entities shall indemnify CNB against any net liability for Taxes, reduction in tax basis of assets or any other tax attribute of the Bank (provided, that in the event of a reduction in the tax basis of the assets or any other tax attribute of the Bank, CNB shall only be permitted indemnification for such amounts in the period during which such reduced basis or attributes of the Bank would have provided tax benefit to CNB) resulting from such transfer and assignment or recognition of taxable income prior to or subsequent to such transfer and assignment. To the extent that tax benefits transferred from the Seller's Group to the Bank under Section 4.19 exceed $1.9 million, the excess will be applied to reduce the amount of indemnification under this section. (c) The Bank, the Selling Entities and CNB shall cooperate to determine the most appropriate methodology to provide "tail" insurance coverage to CNB for a period of three years following the Closing with respect to all insurable claims m...
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Insurance Policies Assignment. (a) Seller agrees to make commercially reasonable efforts, and agrees to cause Savings to make commercially reasonable efforts, to obtain consent to partial or complete assignments of any insurance policies of Savings if requested to do so by FACO to the extent necessary to maintain the benefits to FACO of such policies as they apply to Savings and its affairs. Seller shall also inform FACO, and shall cause Savings to inform FACO. no later than the Closing Date of any material unfiled insurance claims of which they have actual knowledge and for which they believe coverage exists. (b) Seller and FACO shall cooperate, and Seller shall cause Savings to cooperate, to determine the most appropriate methodology to provide "tail" insurance coverage to FACO for a period of three years following the Closing with respect to all insurable claims made against Savings for events occurring prior to the Closing; PROVIDED, HOWEVER, that Seller shall not be required to obtain such coverage if it otherwise exists, without additional expense, under Savings' existing insurance policies; and PROVIDED, FURTHER, that if the required coverage can be obtained at less expense under FACO's existing insurance policies than by Seller purchasing "tail" coverage, Seller shall have the option of reimbursing FACO for such additional expense rather than purchasing separate coverage.
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Insurance Policies Assignment. 23 4.13. Name Change......................................................23 4.14.
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Insurance Policies Assignment. Seller agrees to make commercially ----------------------------- reasonable efforts, and agrees to cause Savings to make commercially reasonable efforts, to obtain consent to partial or complete assignments of any insurance policies of Savings if requested to do so by American General to the extent necessary to maintain the benefits to American General of such policies as they apply to Savings and its affairs. Seller shall also inform American General, and shall cause Savings to inform American General, no later than the Closing Date of any material unfiled insurance claims of which they have actual knowledge and for which they believe coverage exists.
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Insurance Policies Assignment. (a) DIABLO agrees to make commercially reasonable efforts to obtain consent to partial or complete assignments of any of their respective insurance policies if requested to do so by Heritage, to the extent necessary to maintain the benefits to Heritage of such policies as they apply to Diablo. Diablo shall also inform Heritage no later than the Effective Time of any material unfiled insurance claims of which it has knowledge and for which it believes coverage exists. (b) Diablo and Heritage shall cooperate to determine the most appropriate methodology to obtain “tail” insurance coverage at such limits, mutually agreeable to the parties, for Errors and Omissions, Bankers and Blanket Bond coverage.
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Insurance Policies Assignment. CU and CU Bank shall make commercially reasonable efforts to obtain consent to partial or complete assignments of any of their insurance policies if requested to do so by BHI, to the extent necessary to maintain the benefits thereof to BHI and to CU Bank after the Merger. CU and CU Bank shall also inform BHI no later than the Closing Date of any material unfiled insurance claims of which they have knowledge and for which they believe coverage exists.
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Related to Insurance Policies Assignment

  • Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

  • R&W Insurance Policy (a) Buyers have negotiated the R&W Insurance Policy. Immediately following the execution and delivery of this Agreement, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller. (b) Notwithstanding any other provision of this Agreement, the Sellers, jointly and severally, shall reimburse and indemnify Buyers and their respective Affiliates, directors, officers, managers, members, employees and agents for any and all loss, liability, demand, claim of any kind, action, cause of action, cost, damage, fee, deficiency, tax, penalty, fine, assessment, interest or expense (including attorney’s fees, consultant fees, expert fees and any other reasonable fees including the reasonable fees, costs, charges and expenses of attorneys, accountants, brokers, consultants and/or other experts and/or other professionals in each case at their then-prevailing rates) arising out of or resulting from a breach of the representations and warranties in Article III of this Agreement up to an aggregate amount not to exceed $3,300,000.00 (being an amount representing one-half of the initial retention amount under the R&W Insurance Policy). Sellers’ obligation in this Section 10.23(b) shall remain in full force and effect until the latest of 45 days after the expiration of the R&W Insurance Policy, 60 days after all pending claims under the R&W Insurance Policy are fully and finally resolved, or the satisfaction in full of all outstanding obligations of the Sellers under this Section 10.23(b).

  • Insurance Policy The Employer agrees to remit to the Union an amount to be applied toward the payment of a premium by the Union for an insurance policy which provides a defense attorney to represent all members of the bargaining unit when they are charged with a criminal act that results from events occurring while the bargaining unit member was acting in an official capacity. The maximum amount payable during the term of the Agreement shall be seven dollars ($7.00) per member per month.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • Contract Assignment You cannot assign this contract to another person nor sublet any part of the premises.

  • Insurance Policies Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

  • Benefit; Assignment Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns. No party may assign this Agreement without the prior written consent of the other party; provided, however, that a party hereto may assign its interest (or a portion thereof) in this Agreement to an Affiliate, but, in such event, the assignor shall be required to remain obligated hereunder in the same manner as if such assignment had not been effected.

  • Shift Assignment Should the University elect to establish a shift on any other schedule than the regular day shift (Monday through Friday) or to assign employees to work on any such shift, the employee(s) with the most seniority in the classification affected or to be assigned on such shift shall have preference in moving to such shift. If an insufficient number of employees in the classification elect to move to such shift, then the employee(s) with the least seniority in the classification shall be assigned to such shift. If positions or shifts are reduced or eliminated or movement of personnel to other shifts is required, then the seniority of the affected employee will prevail in the selection of shift, provided the affected employee can do the required work. Such shift preference is only applicable within the employee's classification.

  • Title Insurance Policies The Borrower will deliver to the Administrative Agent a policy of title insurance (or marked-up title insurance commitment or title proforma having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property described therein in an amount not less than the estimated fair market value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall (A) be issued by a nationally-recognized title insurance company reasonably acceptable to the Administrative Agent (the “Title Company”), (B) include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) be supplemented by a “tie-in” or “aggregation” endorsement, if available under applicable law, and such other endorsements as may reasonably be requested by the Administrative Agent (including (to the extent available in the applicable jurisdiction and/or with respect to the Mortgaged Property, in each case, on commercially reasonable terms) endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions) if available under applicable law at commercially reasonable rates and (D) contain no other exceptions to title other than Permitted Liens and other exceptions acceptable to the Administrative Agent in its reasonable discretion;

  • Assignment Policy The University will not discriminate in room or unit assignments on the basis of race, colour, religion, place of origin, ancestry or sexual orientation. The University will attempt to honour, but does not guarantee, your request for a particular type of accommodation. Failure to provide your preferred accommodation will not invalidate this Contract. The University reserves the right, without notice, to assign or change roommates, to change accommodation assignments and/or to consolidate vacancies by requiring you or other residents to move from one accommodation to another. This may include requiring you to move to a different residence area, floor, building or different type of room or unit. If this happens to you, you are required to pay the residence fees stipulated for the new accommodation, including the meal plan, if applicable. If you or your guests have mobility or agility disabilities, you are welcome to request an assignment to a unit located above the ground floor. Nevertheless, please note that elevators do break down occasionally, and may be out of order for an extended period. Inconveniences may occur for those who are unable to navigate stairs. The University will take action to repair any malfunctioning equipment promptly, however it is not responsible for service disruptions which limit access to your accommodation. Mobility aids or devices (for example wheel chairs, mobility scooters) are to be kept in your residence bedroom unless written permission to store them elsewhere has been obtained from the Residence Life Manager.

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