Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)): (a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses; (b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and (c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 5 contracts
Samples: Loan Agreement (Safe Bulkers, Inc.), Loan Agreement (Safe Bulkers, Inc.), Loan Agreement (Safe Bulkers, Inc.)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under The Mortgagor at its expense shall keep the Vessel and her rights fully covered by the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not each case in the meantime give any notification to the contrary to the Required Amount and/or with such insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected mayor, in the case of a major casualtyWar Risks and Protection and Indemnity Risks, such English or Norwegian war risks and protection and indemnity clubs or associations and policies) and by utilizing the services of such first class insurance brokers as the Mortgagee may approve. The Mortgagor agrees that it will punctually pay all insurance premiums, will timely submit (when relevant) U.S. Voyage Declarations in accordance with the previous consent Protection and Indemnity Risk terms of cover, will timely renew the Insurances and ensure that annual certificates are delivered to the Mortgagee evidencing that the Vessel is insured and that the Mortgagee is noted as mortgagee and loss payee in writing all the Vessel's insurance policies.
(b) With respect to Protection and Indemnity Risks coverage, all moneys for claims under said coverage shall be paid to the Mortgagor; provided, however, that upon the occurrence of an Event of Default (as defined herein), all moneys for claims under said coverage shall be paid directly to the Mortgagee, make payment on account of repairs Mortgagee or as the Mortgagee may direct. The Mortgagor shall obtain the necessary consents or endorsements in the course instruments of being effected; andcoverage or undertakings from the relevant protection and indemnity association or club where the Vessel may be entered which the Mortgagee may deem necessary or acceptable in order to substantially obtain and preserve the benefits of this Clause.
(c) any moneys payable under any loss The Mortgagor shall procure that all instruments of earnings insurance shall be payable coverage referred to in accordance this Clause as relate to Insurances are effected through the approved brokers and are deposited with the terms of approved brokers and that the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and approved brokers furnish the Mortgagee will not give any notification to the insurers as contemplated with pro forma copies thereof and a letter or letters of undertaking in such Loss Payable Clause unless form as may be from time to time required by the Mortgagee.
(d) The Mortgagor shall procure that any protection and until indemnity and/or war risks clubs or associations wherein the Vessel is entered shall furnish the Mortgagee shall have become entitled under clause 2.1.1 with a letter or letters of undertaking in such form as may from time to direct that the Earnings time be paid requested by and acceptable to the Mortgagee.
(e) The Mortgagor hereby further undertakes that it shall deliver to the Mortgagee certificates of insurance with respect to insurance policies or other instruments or documents evidencing insurance coverage, naming the Mortgagor as loss payee (or with undertakings acceptable to the Mortgagee in the case of war risks and/or protection and indemnity clubs or associations).
(f) All policies, binders, contracts, receipts and cover notes shall upon request from the Mortgagee be delivered to the Mortgagee with evidence satisfactory to it that the Mortgagor has kept up due and punctual payment of all premiums, fees or contributions payable with respect to all risk coverages required hereby and by the Credit Agreement. The Mortgagor shall notify and request per notice of cancellation clauses acceptable to the Mortgagee all insurers, clubs or associations (except war risk associations where seven (7) calendar days advance notice shall be required) to agree in advance to notify the Mortgagee at least fourteen (14) calendar days prior to the expiration or cancellation of any risk coverage herein contemplated, and prior to any material alteration to said coverage. The Mortgagor shall promptly extend or renew all said risk coverage as may be necessary from time to time and will furnish proof thereof to the Mortgagee no later than fourteen (14) calendar days (seven (7) calendar days in the case of war risk insurance) prior to each date of expiration. The Mortgagee reserves the right to make any payments, settlements or take any other action with the insurers, associations or clubs to extend, maintain or renew any such insurance or risk coverage and to avoid the cancellation or expiration of any insurance policy or coverage herein provided for, but shall be under no obligation to do so. The Mortgagee also reserves the right to approve or disapprove of any material alteration to the said risk coverage, which approval shall not be unreasonably withheld. All amounts so expended by the Mortgagee shall be payable by the Mortgagor to the Mortgagee on demand and, until payment thereof is fully made, shall be an obligation secured by this Mortgage forming a portion of the Secured Obligations. The Mortgagor shall obtain the necessary consents or endorsements in the instruments of coverage (or undertakings acceptable to the Mortgagee in the case of war risks and/or protection and indemnity clubs or associations), from the relevant insurers, clubs or associations where the Vessel may be entered or covered, which the Mortgagee may deem necessary to obtain and preserve the benefits of this Clause.
(g) The Mortgagee shall have the right at its discretion, if it considers that the risk coverage of the Vessel is not satisfactory, to demand prompt compliance by the Mortgagor in obtaining any further risk coverage which the Mortgagee may reasonably deem necessary or, in the absence of said prompt compliance, to proceed itself to obtain the necessary additional insurance or cover at the expense of the Mortgagor with the amount thereby invested to be repayable on demand, secured by this Mortgage.
(h) If any of the Insurances is part of a fleet coverage, the Mortgagor shall procure that the insurers undertake to the Mortgagee that they shall neither set-off against any claims in respect of the Vessel any premium(s) due in respect of other vessels under such fleet coverage or any premium due for other insurances, nor cancel any of the Insurances for reason of non-payment of premiums for other vessels under such fleet coverage or premiums for other insurances, and shall undertake to issue a separate policy or policies in respect of the Insurances or any part thereof on or with respect to the Vessel, if and when so requested by the Mortgagee.
(i) Upon occurrence of an Event of Default, as provided for in Clause 20 hereof, the Mortgagee shall be entitled to settle any dispute with the insurers, associations or clubs which may arise from their liability under the respective insurance contracts or other instruments of coverage or on the amount of compensation which they may be required to pay, with binding effects on the rights of the Mortgagor under such insurance or cover. The Mortgagor shall obtain the necessary consents from its insurers and war risks and protection and indemnity clubs or associations in which the Vessel may be entered, and inclusion, in the respective insurance policies and other instruments of coverage or by way of an undertaking of the protection and indemnity associations or clubs, acceptable to the Mortgagee, of any references which the Mortgagee may deem necessary to obtain and preserve this option for its benefit.
Appears in 2 contracts
Samples: Credit Agreement (Willbros Group Inc), Credit Agreement (Willbros Group Inc)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under The Mortgagor at its expense shall keep the Vessel and her rights fully covered by the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not each case in the meantime give any notification to the contrary to the Required Amount and/or with such insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected mayor, in the case of a major casualtyWar Risks and Protection and Indemnity Risks, such English or Norwegian war risks and protection and indemnity clubs or associations and policies) and by utilizing the services of such first class insurance brokers as the Mortgagee may approve. The Mortgagor agrees that it will punctually pay all insurance premiums, will timely submit (when relevant) U.S. Voyage Declarations in accordance with the previous consent Protection and Indemnity Risk terms of cover, will timely renew the Insurances and ensure that annual certificates are delivered to the Mortgagee evidencing that the Vessel is insured and that the Mortgagee is noted as mortgagee and loss payee in writing all the Vessel's insurance policies.
(b) With respect to Protection and Indemnity Risks coverage, all moneys for claims under said coverage shall be paid to the Mortgagor; provided, however, that upon the occurrence of an Event of Default (as defined herein), all moneys for claims under said coverage shall be paid directly to the Mortgagee, make payment on account of repairs Mortgagee or as the Mortgagee may direct. The Mortgagor shall obtain the necessary consents or endorsements in the course instruments of being effected; andcoverage or undertakings from the relevant protection and indemnity association or club where the Vessel may be entered which the Mortgagee may deem necessary or acceptable in order to substantially obtain and preserve the benefits of this Clause.
(c) any moneys payable under any loss The Mortgagor shall procure that all instruments of earnings insurance shall be payable coverage referred to in accordance this Clause as relate to Insurances are effected through the approved brokers and are deposited with the terms of approved brokers and that the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and approved brokers furnish the Mortgagee will not give any notification to the insurers as contemplated with pro forma copies thereof and a letter or letters of undertaking in such Loss Payable Clause unless form as may be from time to time required by the Mortgagee.
(d) The Mortgagor shall procure that any protection and until indemnity and/or war risks clubs or associations wherein the Vessel is entered shall furnish the Mortgagee shall have become entitled under clause 2.1.1 with a letter or letters of undertaking in such form as may from time to direct that the Earnings time be paid requested by and acceptable to the Mortgagee.
(e) The Mortgagor hereby further undertakes that it shall deliver to the Mortgagee certificates of insurance with respect to insurance policies or other instruments or documents evidencing insurance coverage, naming the Mortgagor as loss payee (or with undertakings acceptable to the Mortgagee in the case of war risks and/or protection and indemnity clubs or associations).
(f) All policies, binders, contracts, receipts and cover notes shall upon request from the Mortgagee be delivered to the Mortgagee with evidence satisfactory to it that the Mortgagor has kept up due and punctual payment of all premiums, fees or contributions payable with respect to all risk coverages required hereby and by the Credit Agreement. The Mortgagor shall notify and request per notice of cancellation clauses acceptable to the Mortgagee all insurers, clubs or associations (except war risk associations where seven (7) calendar days advance notice shall be required) to agree in advance to notify the Mortgagee at least fourteen (14) calendar days prior to the expiration or cancellation of any risk coverage herein contemplated, and prior to any material alteration to said coverage. The Mortgagor shall promptly extend or renew all said risk coverage as may be necessary from time to time and will furnish proof thereof to the Mortgagee no later than fourteen (14) calendar days (seven (7) calendar days in the case of war risk
Appears in 2 contracts
Samples: Credit Agreement (Willbros Group Inc), Credit Agreement (Willbros Group Inc)
Insurances. unless and until a Default shall occur and the Agent (acting on the instructions of the Majority Banks) shall have made a demand for payment in accordance with the provisions of the Collateral Guarantee (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee Agent and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee Agent there shall have occurred a Default and the Agent (acting on the instructions of the Majority Banks) shall have made a demand for payment in accordance with the provisions of the Collateral Guarantee (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee Agent (acting on the instructions of the Majority Banks) that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualtycasualty (as specified in the relevant Loss Payable Clause), and with the previous consent in writing of the MortgageeAgent (acting on the instructions of the Majority Banks), make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee Agent will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee Agent (acting on the instructions of the Majority Banks) shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the MortgageeAgent.
Appears in 2 contracts
Samples: Loan Agreement (Aegean Marine Petroleum Network Inc.), Third Supplemental Agreement (Aegean Marine Petroleum Network Inc.)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (8.1 or, as the case may be), clause 8.4):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty casually (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (8.1 or, as the case may be), clause 8.4), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Insurances. unless and until a an Event of Default shall occur and the Mortgagee shall have made a demand for payment in accordance with the provisions of the Corporate Guarantee (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred an Event of Default and the Mortgagee shall have made a Default demand for payment in accordance with the provisions of the Corporate Guarantee (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3s), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Insurances. (subject to the First General Assignment) unless and until a an Event of Default shall occur and the Mortgagee shall have made a demand for payment in accordance with the provisions of the Corporate Guarantee (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred an Event of Default and the Mortgagee shall have made a Default demand for payment under the provisions of the Corporate Guarantee (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Samples: Loan Agreement (Aegean Marine Petroleum Network Inc.)
Insurances. unless Tenant agrees to carry and until maintain at its expense during ---------- the term hereof, plate glass insurance to the full insurable value thereof on all glass and plate glass in the Premises and Public Liability insurance in a Default shall occur (whereupon all insurance recoveriessum no less then $ 1,000,000.00 for each occurrence, other damage to property not less than any moneys payable under any loss of earnings insurance, $ 50,000.00. Said policies shall be receivable issued for the benefit of Landlord and Tenant and tenant shall furnish Landlord with written certificate issued by such carrier (insurance) or with duplicate policies thereof. Tenant will, during the Mortgagee term hereof, at Tenants cost and applied expense, carry and maintain fire insurance with extended coverage endorsement for the benefit of Landlord on the premises in accordance with clause 2.3 an amount equal to at least one hundred percent (100%) of the full insurable value thereof, excluding foundation and excavation costs, but including the value of all improvements constructed at the Premises by Tenant. The Policy covers flood and earthquake also. Tenant may at its option, bring its obligation to insure under this section within the coverage of any so called blanket policy or clause 2.6 (policies insurance which tenant may now or hereinafter carry, by appropriate amended, rider endorsement or otherwise, provided, however, that the interest of Landlord shall thereby be as the case may be)):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss fully protected as there would be otherwise if this option to Tenant to use blanket policies were not permitted. Copies of earnings insurance, such policies shall be payable in accordance with delivered to Landlord within 30 days after procurement thereof. All such policies shall contain a clause or endorsement to the terms effect that it may not be terminated or materially amended except after ten (10) days written notice thereof to Landlord. Landlord and Tenant hereby expressly waive any and all claims against each other for loss and/or damage arising or resulting from the occupancy of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give Premises and/or from any notification to the contrary to the insurers as contemplated operation conducted therein or thereabouts caused by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands fire and/or other perils insured under standard form Fire Insurance Policies with extended coverage endorsement regardless of the Mortgagee there shall have occurred a Default (whereupon cause of such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage including damage resulting from such casualty has been properly made good and repairedthe negligence of Tenant or its agents, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Ownerservants, provided however that the insurers with whom the fire and usual marine risks insurances are effected mayemployees, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgageeor invitees.
Appears in 1 contract
Insurances. unless and until 1. The Lessor shall take out the following insurances:
a) Fire insurance with extended coverage, including insurance against non-stated risks at replacement value with a Default shall occur premium escalator clause (whereupon all insurance recoveries, other than any moneys payable under any loss WERTZUSCHLAGSKLAUSEL) or at sliding replacement value (GLEITENDER NEUWERT). Cover for costs of earnings insurance, clean up or demolition work shall be receivable included in the insurance.
b) liability insurance for house and property holders (HAUS- UND GRUNDBESITZERHAFTPFLICHTVERSICHERUNG) as well as liability insurance for damage caused to bodies of water or to the environment (GEWASSERSCHADEN- BZW. UMWELTHAFTPFLICHTVERSICHERUNG). The costs of such insurance shall be invoiced by the Mortgagee and applied Lessor to the Lessee as ancillary costs in accordance with clause 2.3 Sec 5 no. 1. The Lessee shall inform the Lessor of any missing or clause 2.6 (as the case may be)):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, insufficient insurance cover without delay. The Lesse shall be payable obliged to inform the Lessor in accordance particular of any additions of fittings or fixtures, changes in the building structure or changes in the use of the Object of the Lease. If the Lessee intends make such changes, it shall inform the Lessor thereof prior to their implementation. The Lessee agrees to comply with the terms of the relevant Loss Payable Clause insurance and the Mortgagee will security regulations of the insurance companies.
2. The Lessee shall inform the Lessor without delay of any damage and shall ensure that the place at which the damage occurred remains unchanged until it is inspected by representatives of the insurance company. However, this shall not apply to measures required to reduce damage or to avoid consequential damage. The Lessee shall commission in its own name at its own expense specialised enterprises to carry out any necessary work required to limit damage and to then repair it in good time. After having examined and paid the meantime give any notification invoices issued by such specialised enterprises for their services, the Lessee shall submit these invoices to the contrary Lessor for further transmission to the insurers as contemplated by insurance company.
3. The Lessor shall be obliged to use the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands full amount of the Mortgagee there compensation received from the insurer for the restitution of the Object of the Lease or the Lessor shall have occurred a Default (whereupon make such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over compensation available to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee Lessee for this purpose. Any additional costs that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever may be incurred in connection with the casualty have been fully paid and discharged full restitution of the Object of the Lease, including the fees of any experts, exceeding the amount of the insurance benefits shall be borne by the OwnerLessee, provided however unless it is not responsible for the full or partial destruction of the Object of the Lease. Any such additional costs that may have to be borne by the insurers with whom Lessee shall not give the fire and usual marine risks insurances are effected mayLessee any right to subsequently remove any fixtures that may be installed by it or to claim compensation for such additional expenses. SEC 10 FIXTURES, CHANGES IN THE BUILDING STRUCTURE, CHANGES IN USE
1. Any addition of fixtures or changes in the case of a major casualty, and with building structure - as well as changes in the previous consent in writing use of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms Object of the relevant Loss Payable Clause and Lease - shall be subject to the prior written consent of the Lessor, irrespective of whether they affect the value or the usability of the Object of the Lease. All permits required under public law must be obtained prior to the carrying out of such provisions measures. The Lessor may refuse its consent for cause only.
2. The Object of the Lease shall be used for the purposes described in I. The Lessee shall evidence such use in appropriate form to the Lessor; this shall also apply in the event of sub-letting. The Lessee shall notify the Lessor without delay of any changes in use or if the Object of the Lease is vacated prematurely.
3. The Lessee shall be entitled to remove fixtures, provided that it shall restore the Object of the Lease to its original condition at the end of the lease. Upon termination of this clause Real Property Leasing Agreement, the Lessee shall be obliged to restore the Object of the Lease to its original condition at its expense, provided that the costs of this shall not be disproportionate to the market value of the fixtures to be removed. XXX 00 XXXXXXXXX XXXXXXXXXXX OF THE AGREEMENT
1. Any termination of this Agreement shall be ruled out in principle.
2. However, either party shall be entitled to terminate the Agreement without notice for cause. Such cause shall be deemed to exist, in particular, if
a) the Object of the Lease is not purchased or built for reasons for which the party terminating this Agreement is not responsible;
b) in the event that insolvency proceedings are instituted against the other party or the institution of such proceedings has been refused for lack of assets;
c) in the event that any other judicial or out-of-court proceedings are instituted against the assets of the other party for the purpose of settling debts or in the event that the other party discontinues its payments;
d) in the event that the financial soundness of the other party deteriorates materially compared to the situation existing at the time of the conclusion of the Agreement and that this may jeopardise claims of the Lessee against the Lessor;
e) one contracting party fails to meet material contractual obligations (e.g. the obligation to maintain the Object of the Lease referred to in Sec 7 in a state of good repair) within two months as of the receipt of a written warning issued by the other contracting party or in the event that material consequences of breaches of contractual provisions are not repaired or cured without delay.
3. In addition, the Lessor shall be entitled to terminate this Agreement without notice in the event that
a) the Lessee is in delay of payments owed under this Agreement in the amount of at least two rent instalments;
b) a third party which has assumed liability for the obligations of the Lessee as guarantor, joint and several debtor or in any other capacity comes to be in a situation described in 2 b) to e) above.
4. The Lessor shall be obliged to withdraw an extraordinary termination pursuant to no. 2 d) or 3 a) and to continue the Agreement at the existing terms and conditions in the event that the Lessee pays the amounts in arrears within a period of six weeks as of the receipt of the termination statement or in the event that the Lessee provides sufficient collateral security. The same shall apply accordingly in the event that the Lessee continues to Earnings and meet its other material contractual obligations without delay, repairs or cures any material consequences of breaches of contract within a period of six weeks as of the Mortgagee will not give receipt of a termination statement. The Lessor shall draw the Lessee's attention to this provision if any notification extraordinary termination occurs.
5. In the event that this Agreement is terminated prior to the insurers transfer of possession for reasons for which the Lessee is responsible, the Lessee shall reimburse the Lessor for any TIC already incurred or still to be incurred in connection with the implementation of this Agreement. Moreover, the Lessee shall reimburse the Lessor for any necessary one-off or permanent expenses incurred, e.g. in connection with the possession of the real property. In addition, the Lessee shall reimburse the Lessor for any costs incurred, because the Lessor does not actually use any financing facilities obtained by it, provided only that evidence shall be provided for such costs having been incurred by the Lessor. The Lessor may require the Lessee to take its place as contemplated a party to any agreements concluded by the Lessor in such Loss Payable Clause unless connection with the implementation of this Agreement and until to indemnify the Mortgagee Lessor from any obligations arising in connection with this Agreement. In addition, the Lessee shall have become entitled under clause 2.1.1 pay the Lessor compensation for any own costs incurred by the Lessor due to direct a premature termination of the Agreement in an amount equivalent to 2 % of the estimated TIC referred to in III. Any general fee already paid shall be set-off against this amount. The Lessor may demand a higher compensation if it provides evidence that the Earnings damage suffered was higher than the compensation amount provided for above. The Lessee shall be paid entitled to provide evidence that the own costs of the Lessor were lower than the compensation amount provided for above. In the event that the Lessor assumed any obligation in connection with this Agreement at the explicit request of and in coordination with the Lessee in accordance with Sec 3, the Lessee shall be obliged to fully indemnify the Lessor in this respect even in the event that neither the Lessee nor the Lessor are responsible for the termination.
6. In the event that the Agreement is terminated subsequently to the Mortgageetransfer of possession of the Object of the Lease to the Lessee for reasons for which the Lessee is responsible, the Lessee shall be obliged to indemnify the Lessor for any damage incurred by the latter due to the premature termination of the Agreement, including especially any damage that may be incurred if the Lessor is not able to lease or dispose of the Object of the Lease at all or only at less favourable conditions. Any benefits realised by the Lessor by leasing or otherwise disposing of the Object of the Lease shall be set-off against the Lessor's claims for damages.
7. Any reimbursement of contributions to building costs made by the Lessee shall be ruled out irrespective of whether this Agreement is terminated prematurely or as of the end of its contractual term. SEC 12 MISCELLANEOUS
1. Sub-letting Sub-letting shall be permissible subject to the Lessor's prior consent; the Lessor may refuse its consent to sub-letting for cause only.
Appears in 1 contract
Insurances. unless The Borrowers covenant to ensure at their own expense throughout the Facility Period that:
12.5.1 the Borrower's Vessels remain insured against marine risks and until war risks on an agreed value basis for an amount which is the greater from time to time of (a) their full market value and (b) an amount which equals one hundred and twenty per cent (120%) of the amount of the Loan then outstanding; and
12.5.2 the Borrower's Vessels remain entered in a Default shall occur protection and indemnity association which is a member of the International Group of Protection and Indemnity Association in both protection and indemnity classes, or remain otherwise insured against protection and indemnity risks and liabilities (whereupon all insurance recoveriesincluding, other than any moneys payable under any loss of earnings insurancewithout limitation, shall be receivable protection and indemnity war risks) at the highest limit afforded by such protection and indemnity association; and
12.5.3 the Borrower's Vessels remain insured against oil pollution caused by the Mortgagee Borrower's Vessels for such amounts as the Lender may from time to time approve unless that risk is covered to the satisfaction of the Lender by the Borrower's Vessels' protection and applied indemnity entry or insurance.
12.5.4 The Lender agrees that, if and for so long as a Borrower's Vessel may be laid up with the approval of the Lender, the relevant Borrower may at its own expense take out port risk insurance on that Borrower's Vessel in place of hull and machinery insurance.
12.5.5 The Borrowers undertake to place the Obligatory Insurances in such markets, in such currency, on such terms and conditions, and with such brokers, underwriters and associations as the Lender shall have previously approved in writing. The Borrowers shall not alter the terms of any of the Obligatory Insurances without the prior written consent of the Lender, and will supply the Lender from time to time on request with such information as the Lender may in its discretion require with regard to the Obligatory Insurances and the brokers, underwriters or associations through or with which the Obligatory Insurances are placed. The Borrowers shall reimburse the Lender on demand for all costs and expenses incurred by the Lender in obtaining from time to time a report on the adequacy of the Obligatory Insurances from an insurance adviser instructed by the Lender.
12.5.6 The Borrowers undertake duly and punctually to pay all premiums, calls and contributions, and all other sums at any time payable in connection with the Obligatory Insurances, and, at its own expense, to arrange and provide any guarantees from time to time required by any protection and indemnity or war risks association. From time to time at the Lender's request, the Borrowers will provide the Lender with evidence satisfactory to the Lender that such premiums, calls, contributions and other sums have been duly and punctually paid; that any such guarantees have been duly given; and that all declarations and notices required by the terms of any of the Obligatory Insurances to be made or given by or on behalf of the Borrowers to brokers, underwriters or associations have been duly and punctually made or given.
12.5.7 The Borrowers will comply in all respects with all terms and conditions of the Obligatory Insurances and will make all such declarations to brokers, underwriters and associations as may be required to enable the Borrower's Vessels to operate in accordance with clause 2.3 the terms and conditions of the Obligatory Insurances. The Borrowers will not do, nor permit to be done, any act, nor make, nor permit to be made, any omission, as a result of which any of the Obligatory Insurances may become liable to be suspended, cancelled or clause 2.6 avoided, or may become unenforceable, or as a result of which any sums payable under or in connection with any of the Obligatory Insurances may be reduced or become liable to be repaid or rescinded in whole or in part. In particular, but without limitation, the Borrowers will not permit the Borrower's Vessels to be employed other than in conformity with the Obligatory Insurances without first taking out additional insurance cover in respect of that employment in all respects to the satisfaction of the Lender, and the Borrowers will promptly notify the Lender of any new requirement imposed by any broker, underwriter or association in relation to any of the Obligatory Insurances.
12.5.8 The Borrowers will, no later than fourteen days (or, in the case of war risks, no later than seven days), before the expiry of any of the Obligatory Insurances renew them and shall immediately give the Lender such details of those renewals as the Lender may require.
12.5.9 The Lender shall be at liberty to take out Mortgagees Insurances in relation to the Borrower's Vessels for such amounts (but not more than 110% of the Loan) and on such terms and conditions as the Lender may from time to time decide, and the Borrowers shall from time to time on demand reimburse the Lender for all costs, premiums and expenses paid or incurred by the Borrowers in connection with any Mortgagees Insurances.
12.5.10 The Borrowers shall deliver to the Lender certified copies (and, if required by the Lender, the originals) of all policies, certificates of entry and other documents relating to the Insurances (including, without limitation, receipts for premiums, calls or contributions) and shall procure that letters of undertaking in such form as the Lender may approve shall be issued to the Lender by the brokers through which the Insurances are placed (or, in the case of protection and indemnity or war risks associations, by their managers). If the Borrower's Vessels are at any time during the Facility Period insured under any form of fleet cover, the Borrowers shall procure that those letters of undertaking contain confirmation that the brokers, underwriters or association (as the case may be) will not set off claims relating to the Borrower's Vessels against premiums, calls or contributions in respect of any other vessel or other insurance, and that the insurance cover of the Borrower's Vessels will not be cancelled by reason of non-payment of premiums, calls or contributions relating to any other vessel or other insurance. Failing receipt of those confirmations, the Borrowers will instruct the brokers, underwriters or association concerned to issue a separate policy or certificate for the Borrower's Vessels in the sole name of the Borrowers or of the Borrowers' brokers as Lenders for the Borrowers.
12.5.11 The Borrowers shall promptly provide the Lender with full information regarding any casualty or other accident or damage to the Borrower's Vessels exceeding the Threshold Amount.
12.5.12 The Borrowers agree that, at any time after the occurrence and during the continuation of an Event of Default, the Lender shall be entitled to collect, xxx for, recover and give a good discharge for all claims in respect of any of the Insurances; to pay collecting brokers the customary commission on all sums collected in respect of those claims; to compromise all such claims or refer them to arbitration or any other form of judicial or non-judicial determination; and otherwise to deal with such claims in such manner as the Lender shall in its discretion think fit.
12.5.13 Whether or not an Event of Default shall have occurred or be continuing, the proceeds of any claim under any of the Insurances in respect of a Total Loss shall be paid to the Lender and applied by the Lender in accordance with Clause 10.
12.5.14 The Borrowers agree that, at any time after the occurrence and during the continuation of an Event of Default, the Lender shall be entitled to require payment to itself, if the Borrowers shall fail to reach agreement with any of the brokers, underwriters or associations with regard to any claim in respect of any of the Insurances (other than in respect of a Total Loss)):, or the restoration of the Borrower's Vessels, according to good commercial maintenance practice, or for payment to third parties, within such time as the Lender may stipulate. In addition, in the event of any dispute arising between the Borrowers and any broker, underwriter or association with respect to any obligation to make any payment to the Borrowers or to the Lender under or in connection with any of the Insurances, or with respect to the amount of any such payment, the Lender shall be entitled to settle that dispute directly with the broker, underwriter or association concerned. Any such settlement shall be binding on the Borrowers.
12.5.15 The Lender agrees that any amounts which may become due under any protection and indemnity entry or insurance shall be paid to the Borrowers to reimburse the Borrowers for, and in discharge of, the loss, damage or expense in respect of which they shall have become due, unless, at the time the amount in question becomes due, an Event of Default shall have occurred and be continuing, in which event the Lender shall be entitled to receive the amounts in question and to apply them either in reduction of the Indebtedness or, at the option of the Lender, to the discharge of the liability in respect of which they were paid.
12.5.16 The Borrowers shall not settle, compromise or abandon any claim under or in connection with any of the Insurances (other than a claim of less than the Threshold Amount arising other than from a Total Loss) without the prior written consent of the Lender.
12.5.17 If the Borrowers fail to effect or keep in force the Obligatory Insurances, the Lender may (but shall not be obliged to) effect and/or keep in force such insurances on the Borrower's Vessels and such entries in protection and indemnity or war risks associations as the Lender in its discretion considers desirable, and the Lender may (but shall not be obliged to) pay any unpaid premiums, calls or contributions. The Borrowers will reimburse the Lender from time to time on demand for all such premiums, calls or contributions paid by the Lender, together with interest at the default rate from the date of payment by the Lender until the date of reimbursement.
12.5.18 The Borrowers shall comply strictly with the requirements of any legislation relating to pollution or protection of the environment which may from time to time be applicable to the Borrower's Vessels in any jurisdiction in which the Borrower's Vessels shall trade and in particular (if the Borrower's Vessels is to trade in the United States of America and Exclusive Economic Zone (as defined in the Act)) the Borrowers shall comply strictly with the requirements of the United States Oil Pollution Act 1990 (the "Act"). Before any such trade is commenced and during the entire period during which such trade is carried on, the Borrowers shall:
(a) pay any moneys payable under additional premiums required to maintain protection and indemnity cover for oil pollution up to the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with limit available to the terms of Borrowers for the relevant Loss Payable Clause and the Mortgagee will not Borrower's Vessels in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;market; and
(b) any insurance moneys received make all such quarterly or other voyage declarations as may from time to time be required by the Mortgagee Borrower's Vessels' protection and indemnity association in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior order to receipt or whilst maintain such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effectedcover; and
(c) submit the Borrower's Vessels to such additional periodic, classification, structural or other surveys which may be required by the Borrower's Vessels' protection and indemnity insurers to maintain cover for such trade and at the Lender's request deliver to the Lender copies of reports made in respect of such surveys; and
(d) implement any moneys payable under any loss of earnings insurance shall be payable recommendations contained in accordance with the terms of reports issued following the surveys referred to in Clause 12.5.18(c) within the relevant Loss Payable Clause time limits, and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification provide evidence satisfactory to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct Lender that the Earnings be paid protection and indemnity insurers are satisfied that this has been done; and
(e) in addition to the Mortgagee.foregoing (if such trade is in the United States of America and Exclusive Economic Zone):
Appears in 1 contract
Samples: Loan Agreement (Diana Shipping Inc.)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 8.1 or clause 2.6 8.4 (as the case may be)):
(a) any moneys payable under the Insurances, Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;; and
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 8.1 or clause 2.6 8.4 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee Security Agent and applied in accordance with clause 2.3 12.1 or clause 2.6 12.4 (as the case may be)):
(a) any moneys payable under the Insurances, Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 12.1 or clause 2.6 12.4 (as the case may be)), be paid over to the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) upon the Owner or the Charterer (as the case may be) furnishing evidence satisfactory to the Mortgagee Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the OwnerOwner or the Charterer (as the case may be), provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the MortgageeSecurity Agent, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 3 as shall apply to Owner's Earnings and the Mortgagee Security Agent will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee Security Agent shall have become entitled under clause 2.1.1 3.1.1 to direct that the Owner's Earnings be paid to the MortgageeSecurity Agent.
Appears in 1 contract
Insurances. 15.1 During the term of this Contract and until issuance of the Final Completion Certificate, the Vessel, the Hull, the Equipment, the Parts, the OFI and all other property of the Owner at the Work Site shall be at the sole, direct and entire risk of LWB which shall at its own expense keep the same insured against construction risks on terms, in amounts and with insurers reasonably acceptable to the Owner.
15.2 All insurances (the "INSURANCES") shall be taken out in the name of LWB and the Owner as co-insured for their respective interests, and all losses under the Insurances shall be made payable to LWB and the Owner for distribution between them in accordance with Clauses 15.6, 15.9 and 15.10.
15.3 All insurances shall provide that there shall be no recourse against the Owner or the Indemnified Parties for whatsoever reason, and in particular for the payment of any premiums or commissions and that no alteration or cancellation of any of the Insurances shall become effective unless and until a Default shall occur fourteen (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable 14) Days prior written notice has been given by the Mortgagee and applied in accordance relevant brokers or insurers to the Owner.
15.4 LWB shall provide the Owner with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with an original cover note specifying the terms of the Insurances and all such other documentation and information relating to the Insurances as the Owner may request from time to time.
15.5 If at any time there is:
15.5.1 any lapse in the insurance coverage which LWB is required to arrange under this Clause 15, the Owner may effect replacement coverage at LWB's expense; or
15.5.2 any failure by LWB to pay any premiums due in respect of the Insurances, the Owner may pay the same and recover the relevant payment(s) from LWB.
15.6 In the event of any Partial Loss Payable of the Vessel and/or Parts and/or Equipment and/or OFI and/or Hull before issuance of the Final Completion Certificate:
15.6.1 the loss shall be made good by LWB as soon as reasonably possible, the Date for Completion shall be extended in accordance with Clause 7.3 (PROVIDED THAT the cause of the Partial Loss is excused under that Clause) and the Mortgagee will not in the meantime give any notification Partial Loss proceeds referable to the contrary Vessel and/or OFI and/or Parts and/or Equipment (other than the Hull) which are subject to the insurers as contemplated Partial Loss shall be applied by LWB in making good the Partial Loss to the approval of the Owner, the Classification Bodies and the Regulatory Bodies; and
15.6.2 the partial loss proceeds referable to the Hull which are subject to the Partial Loss shall be paid to the Owner.
15.7 In the event of the Total Loss of the Vessel before issuance of the Final Completion Certificate, either LWB or the Owner shall be entitled to terminate this Contract by written notice to the other, such notice to be delivered within thirty (30) Days after the date (the "DETERMINATION DATE") on which it is determined that the Vessel has become a Total Loss pursuant to Clause 15.11 below.
15.8 If, following the Total Loss of the Vessel, neither party terminates this Contract pursuant to Clause 15.7, LWB shall proceed with the Works in accordance with this Contract and the Date for Completion shall be extended in accordance with Clause 7.3 PROVIDED THAT the cause of the Total Loss is excused under that Clause.
15.9 If there is a Total Loss of the Vessel before issuance of the Final Completion Certificate, then:-
15.9.1 if either party elects to terminate this Contract pursuant to Clause 15.7, LWB shall within forty five (45) Days from (and including) the Determination Date pay to the Owner an amount equal to the sum of: (a) all payments previously made by the Loss Payable Clauses;
Owner to LWB under this Contract together with interest thereon at the Relevant Rate calculated from the date on which LWB received each such payment to the date on which the reimbursement is received by the Owner, and (b) any insurance moneys received by the Mortgagee OFI Costs in respect of any major casualty OFI which are subject to the Total Loss; or
15.9.2 if neither party terminates this Contract pursuant to Clause 15.7: (as specified in a) the relevant Total Loss Payable Clauseproceeds referable to the Vessel and/or OFI and/or Parts and/or Equipment (other than the Hull) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be paid to and applied by LWB in accordance with clause 2.3 or clause 2.6 completing the Works pursuant to Clause 15.8 above, and (as b) LWB shall within forty five (45) Days from (and including) the case may be)), be paid over Determination Date pay to the Owner upon the Owner furnishing evidence satisfactory OFI Costs in respect of any OFI which are subject to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with Total Loss.
15.10 In the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case event of a major casualty, and with the previous consent in writing total loss of the MortgageeHull, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance Total Loss proceeds relating thereto shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the MortgageeOwner.
15.11 A Total Loss shall be deemed to have occurred:
15.11.1 if it consists of an actual Total Loss, at noon Bremerhaven time on the actual date of the loss; or
15.11.2 if it consists of a constructive or compromised or arranged or agreed Total Loss, at noon Bremerhaven time on the date on which notice of abandonment of the Vessel or Hull is given to her insurers or (if her insurers do not admit the claim for a total loss) at the time on the date at which a Total Loss is subsequently adjudged to have occurred by a competent court or arbitration tribunal or liability in respect thereof as a Total Loss is admitted by underwriters.
Appears in 1 contract
Samples: Amendment and Restatement of a Contract (NCL CORP Ltd.)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee Security Agent and applied in accordance with clause 2.3 12.1 or clause 2.6 12.4 (as the case may be)):
(a) any moneys payable under the Insurances, Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 12.1 or clause 2.6 12.4 (as the case may be)), be paid over to the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) upon the Owner or the Charterer (as the case may be) furnishing evidence satisfactory to the Mortgagee Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the OwnerOwner or the Charterer (as the case may be), provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the MortgageeSecurity Agent, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 3 as shall apply to Owner’s Earnings and the Mortgagee Security Agent will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee Security Agent shall have become entitled under clause 2.1.1 3.1.1 to direct that the Owner’s Earnings be paid to the MortgageeSecurity Agent.
Appears in 1 contract
Insurances. unless and until a an Event of Default shall occur and a demand has been made under clause 2.1 of the Corporate Guarantee (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 13.1 or clause 2.6 13.4 (as the case may be)):
(a) any moneys payable under the Insurances, Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred an Event of Default and a Default demand has been made under clause 2.1 of the Corporate Guarantee (whereupon such insurance monies shall be applied in accordance with clause 2.3 13.1 or clause 2.6 13.4 (as the case may be)), be paid over to the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) upon the Owner or the Charterer (as the case may be) furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the OwnerOwner or the Charterer (as the case may be), provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 4 as shall apply to Owner's Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 4.1.1 to direct that the Owner's Earnings be paid to the Mortgagee.
Appears in 1 contract
Samples: Second Supplemental Agreement (Aegean Marine Petroleum Network Inc.)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 7.1 (Application) or clause 2.6 7.4 (Application of Insurances received by Mortgagee), as the case may be)):
(a) any moneys payable under the Insurances, Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;; and
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 7.1 (Application) or clause 2.6 7.4 (Application of Insurances received by Mortgagee), as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Samples: On Delivery Buyer Credit Facility Agreement (DryShips Inc.)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualtycasualty (as specified in the relevant Loss Payable Clause), and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee Security Agent and applied in accordance with clause 2.3 12.1 or clause 2.6 12.4 (as the case may be)):
): (a) any moneys payable under the Insurances, Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
; (b) any insurance moneys received by the Mortgagee Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 12.1 or clause 2.6 12.4 (as the case may be)), be paid over to the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) upon the Owner or the Charterer (as the case may be) furnishing evidence satisfactory to the Mortgagee Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the OwnerOwner or the Charterer (as the case may be), provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the MortgageeSecurity Agent, make payment on account of repairs in the course of being effected; and
and (c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 3 as shall apply to Owner’s Earnings and the Mortgagee Security Agent will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee Security Agent shall have become entitled under clause 2.1.1 3.
1.1 to direct that the Owner’s Earnings be paid to the MortgageeSecurity Agent.
Appears in 1 contract
Insurances. unless and until a Default shall occur Such additional insurances (whereupon all insurance recoveries, other than any moneys payable under any loss as referred to in paragraph 14 or in respect of earnings insurance, shall be receivable by risks the Mortgagee and applied Landlord covenants to insure in accordance with clause 2.3 or clause 2.6 (Schedule 7) as the case Landlord may be)):reasonably effect in respect of or incidental to the Building, its operation and management. SCHEDULE 9
1. The Guarantor (if any) in consideration of the grant of this Lease (or the agreement to the assignment of this Lease as appropriate) COVENANTS AND GUARANTEES with and to the Landlord that:
1.1 The Tenant shall punctually pay the rents and perform and observe the covenants and other terms of this Lease;
1.2 If the Tenant shall make any default in payment of the rents or in performing or observing any of the covenants or other terms of this Lease, the Guarantor will pay the rents and perform or observe the covenants or terms in respect of which the Tenant shall be in default and make good to the Landlord on demand and indemnify the Landlord against all reasonable and proper losses, damages, costs and expenses arising or incurred by the Landlord as a result of such non-payment, non-performance or non-observance notwithstanding:
(a) any moneys payable under time or indulgence granted by the Insurances, Landlord to the Tenant or any neglect or forbearance of the Landlord in enforcing the payment of the rents or the observance or performance of the covenants or other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clausesthis Lease;
(b) that the terms of this Lease may have been varied by agreement between the parties except where such variation is materially adverse to the Guarantor;
(c) that the Tenant shall have surrendered part of the Premises in which event the liability of the Guarantor under this Lease shall continue in respect of the part of the Premises not so surrendered after making any insurance moneys necessary apportionments under s 140 Law of Property Xxx 0000.
1.3 This guarantee is to take effect immediately on the grant (or the assignment as appropriate) of this Lease to the Tenant and is to remain in force so long as and to the extent that the Tenant is not released by law from liability for any of the covenants and other terms of this Lease.
2. The Guarantor FURTHER COVENANTS with the Landlord that if this Lease is disclaimed or forfeited prior to any lawful assignment by the Tenant of this Lease the Landlord may within six months after the disclaimer or forfeiture by notice in writing require the Guarantor to accept a new lease of the Premises for a term equivalent to the residue which if there had been no disclaimer or forfeiture would have remained of the Term at the same rent and subject to the like covenants and conditions as are payable under and applicable to the tenancy immediately before the date of such disclaimer or forfeiture, the said new lease and the rights and liabilities thereunder to take effect as from the date of such disclaimer or forfeiture, and in such case the Guarantor shall pay the Landlord’s costs reasonably and properly incurred by the Landlord in connection with such new lease and the Guarantor shall accept such new lease accordingly and will execute and deliver to the Landlord a Counterpart thereof.
3. If this Lease is disclaimed or forfeited and for any reason the Landlord does not require the Guarantor to accept a new lease of the Premises in accordance with paragraph 3 of this Schedule, the Guarantor shall pay to the Landlord on demand an amount equal to the difference between any money received by the Mortgagee in respect of any major casualty (as specified in Landlord for the relevant Loss Payable Clause) shall, unless prior to receipt use or whilst such moneys are in the hands occupation of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as Premises less any expenditure incurred by the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever Landlord in connection with the casualty Premises and the rents which would have been fully paid and discharged by payable under the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected mayLease but for such disclaimer or forfeiture, in both cases for the case of a major casualty, and period commencing with the previous consent in writing date of such disclaimer or forfeiture and ending on whichever is the earlier of the Mortgagee, make payment on account of repairs in following dates:
(a) the course of being effecteddate six months after such disclaimer or forfeiture; and
(cb) any moneys payable the date (if any) upon which the Premises are relet.
4. The Guarantor FURTHER COVENANTS and guarantees the obligations of the Tenant under any loss of earnings insurance shall be payable in accordance with Authorised Guarantee Agreement entered into by the Tenant pursuant to the terms of this Lease.
5. For the relevant Loss Payable Clause and shall be subject to such purposes of these guarantee provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification references to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid Tenant are to the Mortgagee.Tenant in relation to whom the Guarantor’s guarantee is given but not any lawful assignee of such Tenant. SCHEDULE 10
Appears in 1 contract
Samples: Lease (Babylon Holdings LTD)
Insurances. unless (a) In this Clause, insurance policy means an insurance policy required under this Clause.
(b) Each Borrower must ensure that at all times from the relevant Closing Date:
(i) insurance of the relevant Property and until the plant and machinery on that Property (including fixtures and improvements) on a Default shall occur full reinstatement basis (whereupon as determined by the Valuation) together with a further amount equal to not less than 10% thereof to cover site clearance costs, professional fees, and value added tax on such costs;
(ii) third party liability insurance; and
(iii) insurance against public law liabilities and not less than two years’ loss of rent on all occupational tenancies of each Property; is in force in an amount, form, and with an insurance company or underwriters which satisfies the requirements stipulated herein.
(c) The Borrowers must ensure that
(i) the Security Agent on behalf of the Lenders is named as co-insured on all insurance recoveriespolicies and is named as first loss payee. This undertaking shall not apply in respect of third party liability insurance and public law liability insurance; and
(ii) each insurance contains a lender protection clause requiring the insurer to give notice to the Security Agent before terminating the relevant insurance. If these undertakings have not been fulfilled at the time of the relevant Closing Date, other than any moneys payable under any loss each Borrower must use its best endeavours to comply with them within 2 months of earnings insurancethe relevant Closing Date, and shall be receivable obliged to comply with them by the Mortgagee 10th Business Day following that date. In the event that the relevant Borrower (or an Acquired Entity owned by such Borrower) is, on that date, not registered in the Land Register as owner with respect to the relevant Property, the relevant Borrower and applied the Security Agent on behalf of the Lenders may mutually agree upon a later date with respect to the respective Property.
(i) All insurances required under this Clause must be:
(A) in an amount and form acceptable to the Facility Agent (acting reasonably); and
(B) with an insurance company or underwriter that has been assigned the relevant Requisite Rating. Clause 22.5(c) para 2 of this Agreement shall apply mutatis mutandis.
(ii) If the insurance company or underwriter is not assigned the relevant Requisite Rating, the Borrowers shall put in place as soon as the Facility Agent may reasonably require (in particular, giving due regard to rating requirements in connection with a refinancing of the Loans), in any case without undue delay, replacement insurances in accordance with clause 2.3 this Clause with an insurance company or clause 2.6 underwriter which has the relevant Requisite Rating and is otherwise acceptable to the Facility Agent (as the case may beacting reasonably)):.
(ae) Each Borrower must use all commercially reasonable endeavours to ensure that the relevant insurer will issue a certificate of third party interest in the insurance (Sicherungsbestatigung/Sicherungsschein). Each Borrower will also use its best endeavours to ensure that the certificate issued by any moneys payable under insurer that benefits from the Insurances, other than any moneys payable under any loss prohibition of earnings insurance, shall be payable an assignment of claims in accordance with § 98 of the German Insurance Contracts Act (Versicherungsvertragsgesetz) also contains a waiver of such prohibition of assignment for the benefit of the Security Agent.
(f) Each Borrower must use all commercially reasonable endeavours to ensure that the Facility Agent receives any information in connection with the insurances, and copies of each insurance policy, which the Facility Agent may reasonably require.
(g) Each Borrower must notify the Facility Agent of any renewal or material variation or cancellation of any insurance policy made or, to the knowledge of the relevant Borrower, threatened or pending.
(h) Each Borrower must not do or permit anything to be done, which may make void or voidable any insurance policy.
(i) Each Borrower must ensure that:
(i) each premium for insurance is paid promptly and in any event prior to the date on which it is due; and
(ii) all other things necessary to keep each insurance policy in force are done.
(j) If any Borrower fails to comply with any of its obligations under this Clause, the Facility Agent may, upon advance written notice to the relevant Borrower and at the expense of such Borrower, effect any insurance and take such other action as the Facility Agent may reasonably consider necessary or desirable to prevent or remedy any breach of this Clause.
(i) Subject to paragraph (iv) below and the terms of the relevant Loss Payable Clause and Property Leases, if an Event of Default is continuing, Insurance Proceeds received under Insurances (other than Insurances for loss of rental income or business interruption) must, if the Mortgagee will not in Facility Agent so requires, be used to prepay the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;Loans.
(bii) any insurance moneys Subject to paragraph (i) above, the Borrowers must apply all Insurance Proceeds received by the Mortgagee under Insurances (other than Insurances for loss of rental income or business interruption) in respect of each Property towards replacing, restoring or reinstating that Property.
(iii) The proceeds of any major casualty business interruption insurance will be treated as Gross Rental Income and applied in such manner as the Facility Agent (acting reasonably) requires to have effect as specified in if it were Gross Rental Income received over the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands period of the Mortgagee there shall have occurred a Default loss of rent.
(whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged iv) Moneys received under liability policies held by the OwnerBorrowers which are required by the Borrowers to satisfy established liabilities of it to third parties, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall must be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject used to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgageesatisfy these liabilities.
Appears in 1 contract
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under the Shipowner will maintain, with financially sound and reputable insurers, brokers, underwriters, funds, mutual insurance associations and clubs, Insurances against such casualties and contingencies and of such types and in such amounts as set forth on Schedule 2 ("Required Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;").
(b) any All Insurances other than protection and indemnity insurance moneys received by the Mortgagee in respect of any major casualty (as specified shall be taken out in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands names of the Shipowner and Mortgagee there shall have occurred as an additional assured and a Default (whereupon such insurance monies loss payee as their respective interests may appear. The interest of Mortgagee shall be applied in accordance with clause 2.3 duly endorsed upon all slips, cover notes, policies, certificates of entry or clause 2.6 (as the case may be)), other instruments of insurance issued or to be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever issued in connection with the casualty have been fully paid Insurances by means of a loss payable clause and discharged a notice of assignment (signed by Shipowner) each in such form as shall from time to time be reasonably approved in writing by Mortgagee. The policies or certificates shall provide that there shall be no recourse against Mortgagee for payment of premiums, contributions or calls; and all insurance shall provide for at least ten (10) days' prior notice to be given to Mortgagee by the Ownerunderwriters or other insurance providers in event of cancellation or any material change in coverage. Shipowner shall pay all premiums, provided however that the insurers with whom the fire calls, contributions or other sums owing on such insurance before they become delinquent and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the shall produce all relevant receipts when so required by Mortgagee, make payment on account of repairs in the course of being effected; and.
(c) In the event that any moneys payable under of the Required Insurances have not been obtained at least thirty (30) days prior to the expiration date of the then existing policy or are at any loss time not in effect as required hereunder, Shipowner shall immediately notify Shipowner. If thereafter Shipowner fails to secure such Required Insurances prior to the expiration date of earnings the then existing policy, Mortgagee may obtain the same, and the expense thereof shall be paid forthwith to Mortgagee after notice of such expense has been given and, together with interest thereon at the Default Rate, shall be added to the sums secured hereby as of the date notice is given that such expense has been incurred.
(d) Shipowner shall, upon request, authorize the brokers to provide Mortgagee with all such information that is available to them regarding the Insurances as Mortgagee may reasonably require. Shipowner shall, upon request from Mortgagee, ensure that the brokers furnish Mortgagee with a letter or letters or undertaking in such form as may from time to time be reasonably required by Mortgagee.
(e) All hull and machinery and mortgagee's interest insurance policies or certificates shall provide that losses thereunder shall be payable to Mortgagee in accordance with this Deed in the terms event of a Total Loss. In the relevant Loss Payable Clause and event of a Total Loss, Mortgagee shall be subject entitled to such provisions the lesser of this clause 2 as (i) the Specified Amount and (ii) all amounts payable therefor from the Insurances. Shipowner shall apply not, without the prior written consent of Mortgagee (not to Earnings and be unreasonably withheld), settle, compromise or abandon any claim under the Mortgagee Insurances for a Total Loss.
(f) Shipowner agrees that it will not give do any notification act, or voluntarily suffer or permit any act to be done, whereby any insurance required hereunder shall or may be invalidated, voided, suspended, impaired or defeated and will not suffer or permit the insurers as contemplated Vessel to engage in any voyage or to carry any cargo not permitted under the policies of insurance in effect, without first covering the Vessel with insurance required by this Deed for such Loss Payable Clause unless and until voyage or the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgageecarriage of such cargo.
Appears in 1 contract
Insurances. unless and until a Default shall occur Such additional insurances (whereupon all insurance recoveries, other than any moneys payable under any loss as referred to in paragraph 14 or in respect of earnings insurance, shall be receivable by risks the Mortgagee and applied Landlord covenants to insure in accordance with clause 2.3 or clause 2.6 (Schedule 7) as the case Landlord may be)):reasonably effect in respect of or incidental to the Building, its operation and management.
1. The Guarantor (if any) in consideration of the grant of this Lease (or the agreement to the assignment of this Lease as appropriate) COVENANTS AND GUARANTEES with and to the Landlord that:
1.1 The Tenant shall punctually pay the rents and perform and observe the covenants and other terms of this Lease;
1.2 if the Tenant shall make any default in payment of the rents or in performing or observing any of the covenants or other terms of this Lease, the Guarantor will pay the rents and perform or observe the covenants or terms in respect of which the Tenant shall be in default and make good to the Landlord on demand and indemnify the Landlord against all reasonable and proper losses, damages, costs and expenses arising or incurred by the Landlord as a result of such non-payment, non-performance or non-observance notwithstanding:
(a) any moneys payable under time or indulgence granted by the Insurances, Landlord to the Tenant or any neglect or forbearance of the Landlord in enforcing the payment of the rents or the observance or performance of the covenants or other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clausesthis Lease;
(b) that the terms of this Lease may have been varied by agreement between the parties except where such variation is materially adverse to the Guarantor;
(c) that the Tenant shall have surrendered part of the Premises in which event the liability of the Guarantor under this Lease shall continue in respect of the part of the Premises not so surrendered after making any insurance moneys necessary apportionments under s 140 Law of Property Xxx 0000.
1.3 This guarantee is to take effect immediately on the grant (or the assignment as appropriate) of this Lease to the Tenant and is to remain in force so long as and to the extent that the Tenant is not released by law from liability for any of the covenants and other terms of this Lease.
2. The Guarantor FURTHER COVENANTS with the Landlord that if this Lease is disclaimed or forfeited prior to any lawful assignment by the Tenant of this Lease the Landlord may within six months after the disclaimer or forfeiture by notice in writing require the Guarantor to accept a new lease of the Premises for a term equivalent to the residue which if there had been no disclaimer or forfeiture would have remained of the Term at the same rent and subject to the like covenants and conditions as are payable under and applicable to the tenancy immediately before the date of such disclaimer or forfeiture, the said new lease and the rights and liabilities thereunder to take effect as from the date of such disclaimer or forfeiture, and in such case the Guarantor shall pay the Landlord’s costs reasonably and properly incurred by the Landlord in connection with such new lease and the Guarantor shall accept such new lease accordingly and will execute and deliver to the Landlord a Counterpart thereof.
3. If this Lease is disclaimed or forfeited and for any reason the Landlord does not require the Guarantor to accept a new lease of the Premises in accordance with paragraph 3 of this Schedule, the Guarantor shall pay to the Landlord on demand an amount equal to the difference between any money received by the Mortgagee in respect of any major casualty (as specified in Landlord for the relevant Loss Payable Clause) shall, unless prior to receipt use or whilst such moneys are in the hands occupation of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as Premises less any expenditure incurred by the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever Landlord in connection with the casualty Premises and the rents which would have been fully paid and discharged by payable under the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected mayLease but for such disclaimer or forfeiture, in both cases for the case of a major casualty, and period commencing with the previous consent in writing date of such disclaimer or forfeiture and ending on whichever is the earlier of the Mortgagee, make payment on account of repairs in following dates:
(a) the course of being effecteddate six months after such disclaimer or forfeiture; and
(cb) any moneys payable the date (if any) upon which the Premises are relet.
4. The Guarantor FURTHER COVENANTS and guarantees the obligations of the Tenant under any loss of earnings insurance shall be payable in accordance with Authorised Guarantee Agreement entered into by the Tenant pursuant to the terms of this Lease.
5. For the relevant Loss Payable Clause and shall be subject to such purposes of these guarantee provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification references to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid Tenant are to the MortgageeTenant in relation to whom the Guarantor’s guarantee is given but not any lawful assignee of such Tenant.
Appears in 1 contract
Samples: Lease (Babylon Holdings LTD)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 8.1 or clause 2.6 8.4 (as the case may be)):
(a) any moneys payable under the Insurances, Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;; and
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 8.1 or clause 2.6 8.4 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 2.
1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (8.1 or, as the case may be), clause 8.4):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (8.1 or, as the case may be), clause 8.4), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 2.
1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification Subject to the contrary Buyer’s compliance with clause 5.4(b), the Seller must use its all reasonable endeavours prior to Completion to:
(i) obtain confirmation from its insurers that the Transferring Insurances are capable of transfer to the insurers Buyer with effect on and from Completion and that the insurer consents to the transfer to the Buyer (including by way of including the Buyer as contemplated named insured) with effect on and from Completion by no later than 15 November 2021; and
(ii) take all other steps reasonably necessary to procure the Loss Payable Clauses;transfer the Transferring Insurance Policies to the Buyer with effect on and from Completion.
(b) any The Buyer must provide the Seller with all assistance reasonably requested by the Seller to transfer the Transferring Insurance Policies to the Buyer with effect on and from Completion, including by providing in a timely manner all information reasonably required by the Seller’s insurance moneys broker or the Seller’s insurer in order to procure the transfer of the Transferring Insurance Policies to the Buyer with effect on and from Completion.
(c) Where the confirmation and consent under clause 5.4(a)(i) is not received by 15 November 2021 or a Transferring Insurance Policy cannot be transferred to the Mortgagee Buyer, the Seller must notify the Buyer in respect writing within 2 Business Days and the Buyer will be solely responsible to secure the appropriate insurance for the Assets, on terms and for such coverage amounts as would be maintained by a prudent owner of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands a business of the Mortgagee there shall have occurred nature of the Business, to be effective on and from Completion.
(d) The parties agree that if the Seller provides a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over notification to the Owner upon Buyer under clause 5.4(c) that any one or more of the Owner furnishing evidence satisfactory Transferring Insurance Policies cannot be transferred to the Mortgagee Buyer, Completion will be delayed until:
(i) the later of:
(A) the date that all loss and damage resulting from such casualty is 10 Business Days after the date on which the last Condition Precedent has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effectedsatisfied or waived; and
(cB) any moneys payable under any loss the date that is 10 Business Days after the date on which the Buyer has secured appropriate insurance cover for the Assets, on terms and for such coverage amounts as would be maintained by a prudent owner of earnings insurance shall be payable in accordance with the terms a business of the relevant Loss Payable Clause nature of the Business, to be effective on and shall be subject to such provisions of this clause from Completion, and in any case within 2 as shall apply to Earnings and months after the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled Buyer under clause 2.1.1 to direct that 5.4(c); or
(ii) such other date agreed in writing by the Earnings be paid to the Mortgageeparties.
Appears in 1 contract
Samples: Asset and Business Sale Agreement
Insurances. unless NEPRO Limited (and until NEPRO Limited shall procure that each SPS Provider contracted to it pursuant to a Default Work Order) shall occur at its own cost effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover and as a minimum the following levels of cover: Public Liability Insurance with a limit of indemnity of not less than £5,000,000.00 in relation to any one claim or series of claims; Employer's liability insurance with a limit of indemnity of not less than £5,000,000.00 in relation to any one claim or series of claims; and Professional Indemnity insurance with a limit of indemnity of not less than £5,000,000 in relation to any one claim or series of claims and NEPRO Limited shall procure that all SPS Providers involved in the provision of the Assignments hold and maintain the aforementioned cover, (whereupon the “Required Insurances”). The Required Insurances shall be in respect of all insurance recoveriesrisks which may be incurred by the SPS Provider, other than any moneys payable under any arising out of the SPS Provider's performance of the Work Order, including death or personal injury, loss of earnings insurance, or damage to property or any other loss. Such policies shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee include cover in respect of any major casualty (as specified financial loss arising from any advice given or omitted to be given by the SPS Provider. NEPRO Limited, on behalf of the SPS Provider, shall give the Council, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys Required Insurances are in the hands place, together with receipts or other evidence of payment of the Mortgagee there latest premiums due under those policies. NEPRO Limited shall have occurred procure that each SPS Provider holds and maintains the Required Insurances for a Default (whereupon such insurance monies minimum of six years following the expiration or earlier termination of the Agreement. NEPRO Limited shall be applied in accordance with clause 2.3 procure that each individual SPS Provider or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case member of a major casualtyteam of an SPS Provider represents that he is regarded by both the Inland Revenue and the Department for Work and Pensions as self-employed and accordingly shall indemnify NEPRO Limited and the Council against any tax, national insurance contributions or similar impost for which NEPRO Limited and with the previous consent Council may be liable in writing respect of the Mortgagee, make payment on account SPS Provider or member of repairs in the course a team of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions an SPS Provider by reason of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the MortgageeAgreement.
Appears in 1 contract
Samples: Call Off Agreement
Insurances. subject to the First General Assignment and subject to the Second General Assignment unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualtycasualty (as specified in the relevant Loss Payable Clause), and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Insurances. unless and until a Default shall occur (whereupon all insurance recoveriesConsidering the fact that the CONTRACTING AUTHORITY is sole owner of the constructions as their completion goes along, other than any moneys payable under any loss the DELEGATED CONTRACTING AUTHORITY has taken note of earnings insurance, the following points :
1. The construction of the building shall be receivable covered by the Mortgagee risk policy taken out by the SOCIETE GENERALE with AXA Corporate Solutions through GRAS SAVOYE : A DAMAGE TO BUILDINGS POLICY AND A BUILDER SUPERVISOR POLICY N DEGREES 37503 51511112 H, it being agreed that the Builder Supervisor policy is underwritten for the CONTRACTING AUTHORITY and applied for the DELEGATED CONTRACTING AUTHORITY. The DELEGATED CONTRACTING AUTHORITY is sole responsible for the effective setting-up of the policies mentioned above in accordance with clause 2.3 or clause 2.6 order to cover this building operation. The DELEGATED CONTRACTING AUTHORITY has undertaken to promptly set up these guarantees and notably to : - fill in under its own responsibility the "Construction Insurance" questionnaire - provide GRAS SAVOYE under its own responsibility all useful information about the technical conditions of the operation (as consistency and value of the case may beexisting and surrounding buildings, risk increases)):
, prior to the beginning of the works and during the works. - follow-up and be provided the insurance certificates by GRAS SAVOYE - send on to GRAS SAVOYE , within due time, the whole set of documents needed to set up the policies : - the technical description and the rough estimate of the cost of the works - the names of all the participants in the construction - the decennial builder capitalization insurance certificates in force et the time of the beginning of the works from the architect, contracting authority, design office, contractors for building shells, foundations, roofs, watertightness. FAILURE TO PRODUCE THESE CERTIFICATES, TWO MONTHS AFTER RECEPTION AT THE LATEST, BEING AN INCREASED RISK FOR THE INSURER, WILL OBLIGE THE CLIENT TO PAY AN EXTRA PREMIUM OF 100 % OF THE CHARGE, IN ORDER TO COMPENSATE THE INCREASE IN RISK (a) THE AMOUNT OF THIS EXTRA PREMIUM SHALL BE INCLUDED IN THAT OF THE FINAL PREMIUM). - the reception statements and, if necessary, the suppression of any moneys payable under reserves - the Insurancesestimate of the overall cost - the final account statement after acceptance of the work done, other than OTHERWISE GRAS SAVOYE SHALL BE ENTITLED TO CALCULATE THE PREMIUM BASIS WITH A 20 % INCREASE AS COMPARED TO THE KNOWN PREMIUM BASIS. The amount of the premiums and of any moneys payable under any loss increases of earnings insurance, these shall be payable in accordance with settled by the terms CONTRACTING AUTHORITY to AXA C. S. and become part of the relevant Loss Payable Clause basis for the calculation of the lease payments (or re-invoiced on top of the payments). Considering there is no insurance policy on the market offering coverage for all risks related to building, the underwriting of these policies shall by no means free the DELEGATED CONTRACTING AUTHORITY even partly from his absolute obligation towards the CONTRACTING AUTHORITY, nor from any other obligations taken on as LESSEE in this deed. The DELEGATED CONTRACTING AUTHORITY shall, in case of loss, deal with any difference between the full reconstruction cost of the buildings and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated amount paid by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgageeinsurers.
Appears in 1 contract
Samples: Real Property Lease (Advanced Accessory Systems LLC)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under Each of the InsurancesObligors shall maintain insurance and reinsurance on and in relation to its business and assets with reputable underwriters or insurance companies on reasonable terms, other than any moneys payable under any loss against such risks and to such extent as is generally accepted as following Reasonable and Prudent Industry Standards.
(b) The Borrower shall procure that the Political Risk Policy is maintained at all times and shall procure that nothing is done (or that nothing is failed to be done, including making disclosures which should be made prior to the issuance of earnings insurance, such Political Risk Policy) which would result in the Political Risk Policy being rendered void or voidable and shall ensure that the Project will be payable operated and maintained in accordance with the terms requirements of such Political Risk Policy. The Borrower shall notify the relevant Loss Payable Clause Facility Agent as soon as it becomes aware of any claim or potential claim it has or may have for compensation under the Political Risk Policy and provide the Mortgagee will not in the meantime give Facility Agent with any notification information that it may from time to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee time receive in respect of such claim or potential claim. The Borrower agrees not to pursue any major casualty claim or potential claim for compensation under the Political Risk Policy or withdraw any claim for compensation unless it has obtained the prior written consent of the Facility Agent (acting on the instructions of the Special Majority Lenders). The Borrower shall consult with, and obtain the prior approval of, the Facility Agent before making an election to increase or decrease the Covered Amount (as specified defined in the relevant Loss Payable ClausePolitical Risk Policy) shall, unless prior to receipt or whilst such moneys are under the Political Risk Policy and shall ensure that the amount of the Investment (as defined in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)), be paid over Political Risk Insurance Policy) is not increased to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however extent that the insurers with whom proportion of compensation recoverable from OPIC under the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; andPolitical Risk Policy would fall below 100%.
(c) any moneys payable under any loss The Borrower shall procure that the Transport Risk Insurance Policy is maintained at all times and shall procure that nothing is done (or that nothing is failed to be done, including making disclosures which should be made prior to the issuance of earnings insurance such Political Risk Policy) which would result in the Transport Risk Insurance Policy being rendered void or voidable and shall ensure that the Project will be payable operated and maintained in accordance with the terms requirements of such Transport Risk Insurance Policy. The Borrower shall notify the Facility Agent as soon as it becomes aware of any claim or potential claim it has or may have for compensation under the Transport Risk Insurance Policy and provide the Facility Agent with any information that it may from time to time receive in respect of such claim or potential claim. The Borrower agrees not to pursue any claim or potential claim for compensation with insurer or insurers under the Transport Risk Insurance Policy unless it has obtained the prior written consent of the relevant Loss Payable Clause Facility Agent (acting on the instructions of the Special Majority Lenders).
(d) KKM shall ensure that all premia and other fees arising in respect of its insurance policies are paid when due pursuant to the terms thereof.
(e) The Borrower shall be subject to such provisions of this clause 2 as shall apply to Earnings ensure that all premia and other fees arising under the Political Risk Policy and the Mortgagee will not give any notification Transport Risk Insurance Policy are paid when due pursuant to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgageeterms thereof.
Appears in 1 contract
Insurances. unless and until a an Event of Default shall occur and the Mortgagee shall have made a demand for payment in accordance with the provisions of the Corporate Guarantee (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Mortgagee will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;
(b) any insurance moneys received by the Mortgagee in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred an Event of Default and the Mortgagee shall have made a Default demand for payment under the provisions of the Corporate Guarantee (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (as the case may be)2.3), be paid over to the Owner upon the Owner furnishing evidence satisfactory to the Mortgagee that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; and
(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the Mortgagee.
Appears in 1 contract
Samples: Second Supplemental Agreement (Aegean Marine Petroleum Network Inc.)
Insurances. unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Mortgagee and applied in accordance with clause 2.3 or clause 2.6 (as the case may be)):
(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms The Data Room contains a summary of the relevant Loss Payable Clause and the Mortgagee will not principal insurance policies maintained by each Target Company and, in the meantime give any notification relation to the contrary to the insurers as contemplated Businesses, by the Loss Payable Clauses;Business Vendor from 30 September 1999 up to and including the date of this Agreement (the PRINCIPAL INSURANCE POLICIES).
(b) any insurance moneys received Save as set out in the Data Room, no claim notified to the insurers in excess of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION** is outstanding by the Mortgagee Target Companies or, in respect of relation to the Businesses, by the Business Vendors, under any major casualty (as specified in the relevant Loss Payable Clause) shallPrincipal Insurance Policy and, unless prior to receipt or whilst such moneys are in the hands of the Mortgagee there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 2.3 or clause 2.6 (so far as the case may be))Vendor is aware, be paid over there are no circumstances likely to the Owner upon the Owner furnishing evidence satisfactory give rise to the Mortgagee that all loss and damage resulting from any such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Mortgagee, make payment on account of repairs in the course of being effected; andclaim.
(c) All assets of the IMS Business of an insurable nature are, and have at all material times been insured in amounts equal to their full replacement or reinstatement value against fire and other risks normally insured against by persons carrying on the same class of business as the Business Vendors and the Target Companies. In this paragraph assets of the IMS Business shall not include goods or items belonging to customers of the IMS Business or other third parties which are under the care or control of the IMS Business.
(d) The Business Vendors is, in respect of the Businesses and the Target Companies are, and have at all material times and the assets of the IMS Business have at all material times been appropriately covered against employers liability, public liability and product liability.
(e) All claims and notifiable circumstances have been reported to Insurance Claim Handlers and then all premiums due in relation to the Principal Insurance Policies have been paid, and, so far as the Vendor is aware, nothing has been done or omitted to be done which would make any moneys payable of the Principal Insurance Policies void or voidable or which is likely to result in an increase in premium (other than increases in the ordinary course of business or as a result of the Proposed Transaction) or release any insurer from any of its obligations under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 2 as shall apply to Earnings and the Mortgagee will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Mortgagee shall have become entitled under clause 2.1.1 to direct that the Earnings be paid to the MortgageePrincipal Insurance Policies.
Appears in 1 contract
