Insurance; Risk of Loss. Seller will, or will cause the Companies and the Subsidiaries to, keep insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Business), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.
Insurance; Risk of Loss. At all times until the Closing has been consummated, Seller shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, it being understood and agreed that all risk of loss with respect to the Property shall remain with Seller through Closing. In the event that prior to the Closing Date, the Improvements on the Property are damaged, destroyed, or rendered unusable, in whole or in part, by fire, or other cause, then the Purchaser may terminate this Contract by notice to the Seller within ten (10) days of Purchaser’s receipt of Seller’s notice of such damage or proceeding, in which case the Deposit shall be refunded to Purchaser, and thereafter neither party shall have any further obligation or liability to the other by virtue of this Contract, except as otherwise expressly provided herein.
Insurance; Risk of Loss. Prior to the Closing Date, Seller shall (i) maintain the Assets in customary repair, order, and condition, reasonable wear and tear and damage by fire or other unavoidable casualty excepted, (ii) maintain insurance on the Assets consistent with its historical practices and all risk of loss shall be on Seller, and (iii) remain in substantial compliance with any obligations it has under the Assumed Contracts or otherwise relating to maintenance of and insurance upon the Assets.
Insurance; Risk of Loss. Seller shall maintain insurance coverage and related risk of loss for one year following the Closing with respect to the Business and the Assets for events occurring, circumstances existing and Liabilities accruing before the Closing.
Insurance; Risk of Loss. The Members will, and will cause each of their Affiliates to, keep insurance policies currently maintained in respect of the Business and current or former employees of the Group Companies, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. For any claim that may be asserted against any Group Company after the Closing Date arising out of events, incidents, conduct or circumstances that occurred and/or existed prior to the Closing Date (such claims, “Post-Closing Claims”): (i) the Members shall ensure that the Group Companies have access to coverage under each of the insurance policies set forth in Section 7.16 of the Disclosure Schedule (the “Specified Policies”) in each case subject to the terms and conditions thereof; and (ii) with respect to Specified Policies designated as “Claims-Made” and “Occurrence-Reported,” the Members shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Members or their Affiliates to coverage under renewals of such Specified Policies or equivalent coverage. After the Closing Date, the Group Companies may seek coverage for any Post-Closing Claim from the applicable insurer under any Specified Policy or, where applicable, any tail or renewal policy or equivalent of such Specified Policy, and the Members shall cooperate with the Group Companies in connection with the tendering of such claims (including by providing access to employees and third party claims adjustors); provided, however, that (i) the Group Companies shall reimburse the Members for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies shall notify the Members of all such coverage claims made. The Members shall not release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing written notice to the Group Companies.
Insurance; Risk of Loss. To the extent that any insurance policies owned or controlled by Sellers (collectively, the "Sellers Insurance Policies") (i) cover any Damages as to which the Purchaser Indemnified Parties are entitled to indemnification under Section 9.1 or 9.2 of this Agreement and (ii) permit claims to be made thereunder with respect to such Damages ("Sellers Claims"), Sellers shall cooperate, and shall cause their Affiliates to cooperate, with Purchaser in submitting Sellers Claims (or pursuing Sellers Claims previously made) on behalf of Purchaser under the Sellers Insurance Policies. Purchaser shall bear the out-of-pocket expenses of Sellers and their respective Affiliates in the preparing, submitting or pursuing of such Sellers Claims.
Insurance; Risk of Loss. HEDRA assumes all risk of destruction, loss or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, HEDRA shall immediately give Developer notice of such condemnation, taking or damage. After receipt of notice of such condemnation, taking or damage (from HEDRA or otherwise), Developer shall have the option (to be exercised in writing within thirty (30) days) either (a) to require HEDRA to (i) convey the Property at Closing to Developer in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to Developer at Closing all of HEDRA’s right, title and interest in and to any claims HEDRA may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to Developer at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to HEDRA, whereupon this Agreement shall be terminated, and thereafter neither party shall have any further obligations or liabilities to the other, except for such obligations as survive termination of this Agreement. If the right to terminate this Agreement is not exercised in writing within such thirty (30) day period, such right shall be deemed to have been waived. HEDRA shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Developer’s prior written consent, which consent shall not be unreasonably withheld.
Insurance; Risk of Loss. From the Effective Date through the end of the Term, Programmer shall maintain with reputable insurance companies reasonably acceptable to Licensee, insurance in such amounts and with respect to such risks reasonably acceptable to Licensee, including broadcast liability insurance naming Licensee as an additional insured, and general comprehensive insurance, also naming Licensee as an additional insured, each with a commercially reasonable amount of coverage as is conventionally carried by broadcasters operating radio stations in the area comparable to those of the Stations. The risk of any loss, damage, impairment, confiscation, or condemnation of any equipment or other personal property owned or leased and used by Programmer in the performance of its obligations hereunder shall be borne by Programmer at all times throughout the Term.
Insurance; Risk of Loss. The risk of loss or damage to the Artwork will be borne by Artist until the Artwork is installed at the Xxxxxxx Xxxxxx / Xxxxxx Xxxxx Linear Park in Arlington, Texas. Installed shall be defined to mean bolted down to the foundation as prepared by Purchaser. The Artist’s insurance will cover the Artwork prior to installation. All risk of loss, liability, or damage to, or related to, the Artwork following such installation will be borne by the City.
Insurance; Risk of Loss. You bear all risk of loss or damage to the Equipment from its order until it is returned in the required condition or purchased by you (“Risk Period”). During the Risk Period you will maintain property and liability insurance on the Equipment acceptable to us, naming us loss payee and additional insured. If you do not provide us with proof of such insurance, we may secure insurance on the Equipment to cover our interests (and only our interests). If we obtain such insurance, you will pay us an additional amount for the cost of such insurance and an administrative fee, the cost of which may be more than the cost to obtain your own insurance and on which we may make a profit.
