Insurance; Risk of Loss. (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. 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.
(b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date.
(c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.
Insurance; Risk of Loss. Seller 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, or the Property is rendered untenantable, Seller shall immediately give HEDRA notice of such condemnation, taking, or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), HEDRA shall have the option (to be exercised within thirty (30) days after Seller’s written notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 6) to HEDRA 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 HEDRA at Closing all of Seller’s right, title and interest in and to any claims Seller 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 HEDRA 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 Seller, whereupon this Agreement shall be terminated, any amount previously paid by HEDRA to Seller shall be refunded to HEDRA and thereafter neither party shall have any further obligations or liabilities to the other. If the right to terminate this Agreement is not exercised within such thirty (30) day period, such right shall be deemed to have been waived. Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without XXXXX’s prior written consent, which consent shall not be unreasonably withheld.
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. 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) each Transferor shall ensure that the Group Companies have access to coverage under each of the insurance policies set forth in Section 5.15 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,” each Transferor shall secure tail coverage and/or ensure that the Group Companies have access, either directly or through the Transferor or its 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 each Transferor 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 each Transferor for all of its out-of-pocket costs and expenses in connection with such cooperation; and (ii) the Group Companies shall notify the applicable Transferor(s) of all such coverage claims made. No Transferor shall release, commute, buy-back, or otherwise eliminate the coverage available under any Specified Policy without first providing reasonably advance 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. 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 initially installed at the Xxxxxx X. Xxxxxx Central Library in Arlington, Texas. 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. 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.
