Maintenance and Enforcement of Insurance Policies Sample Clauses

Maintenance and Enforcement of Insurance Policies. (a) From and after the date of this Agreement (through the Closing Date), ETP shall not, and shall cause each of its Subsidiaries not to, take any action or fail to take any commercially reasonable action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the assets or Business of the ETIH Group Entities (the “Applicable ETP Insurance”). ETP agrees that, from and after the Closing Date, all proceeds from claims made on or before the Closing Date under the Applicable ETP Insurance directly or indirectly applicable to the assets or Business of the ETIH Group Entities shall be for the benefit of the Company. Without limiting the generality of the foregoing, from and after the Closing Date and in any reasonable manner requested by the Company, ETP shall use commercially reasonable efforts to ensure that all Applicable ETP Insurance policies and arrangements are modified, amended or assigned so that the Company or one of its Subsidiaries is a direct beneficiary of such Applicable ETP Insurance with all rights to enforce, obtain the benefit of and take all other action in respect of such Applicable ETP Insurance; provided, however, that if the modifications, amendments or assignments contemplated by this Section 5.9(a) are not permissible, ETP shall, and shall cause each of its Subsidiaries to, (i) make any claim against the Applicable ETP Insurance reasonably requested by the Company, (ii) use its commercially reasonable efforts to collect any proceeds payable under the Applicable ETP Insurance and (iii) deliver any such proceeds received by ETP or its Subsidiaries to the Company. (b) From and after the date of this Agreement (through the Closing Date), OGE shall not, and shall cause each of its Subsidiaries not to, take any action or fail to take any commercially reasonable action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the assets or Business of the Enogex Group Entities (the “Applicable OGE Insurance”). OGE agrees that, from and after the Closing Date, all proceeds from claims made on or before the Closing Date under the Applicable OGE Insurance directly or indirectly applicable to the assets or Business of the Enogex Group Entities shall be for the benefit of the Company. Without limiting the general...
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Maintenance and Enforcement of Insurance Policies. (a) On and after the date of this Agreement (including after the Closing Date), LM shall not, and shall not permit any Transferor Subsidiary to, take or fail to take any action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance (including reinsurance and any established reserves under any self-insurance or deductible programs) in effect on the date of this Agreement that covers all or any part of the Transferred Assets, the Businesses or the Transferred Employees in respect of periods ending as of the Closing. Notwithstanding the foregoing, neither LM nor any Transferor Subsidiary shall have any obligation to maintain the effectiveness of any such insurance policy on or after the Closing Date or to make any monetary payment (other than with respect to reserves under self-insurance or deductible programs) in connection with any such policy. (b) Notwithstanding any provision to the contrary in this Agreement, this Section 4.05(b) shall constitute the parties' agreement regarding the allocation of insurance proceeds with respect to claims for Environmental Liabilities that relate to the operation of the Businesses prior to, or the condition of the Transferred Assets on, the Closing Date ("Environmental Insurance Claims"). The Company acknowledges that insurance carriers of LM and its predecessor corporations have generally denied coverage, that LM is diligently pursuing recovery from such carriers and that LM has a substantial interest in maximizing its recovery from such carriers. LM shall control the Environmental Insurance Claims and shall have the right to compromise or settle any Environmental Insurance Claims. LM will act in good faith and with reasonable prudence to maximize recovery with respect to Environmental Insurance Claims and will allocate a portion of any recovery received with respect to such Environmental Insurance Claims as follows: (i) LM shall first deduct its costs to collect such recovery and all net tax costs related to such recovery. (ii) LM shall then deduct any amounts it owes to a Governmental Authority, prime contractor or subcontractor pursuant to a Government Contract in respect of such Environmental Liabilities. With respect to any recovery remaining after the amounts specified in clauses (i) and (ii) have been deducted (the "Remaining Recovery"): (A) if the recovery applies to Environmental Liabilities that are Assumed Liabilities and to Environmental Liabilities that are ...
Sample 1Sample 2Sample 3
Maintenance and Enforcement of Insurance Policies. (a) From and after the date of this Agreement (including after the Closing Date), Seller shall not, and shall cause each of its Subsidiaries not to, take or fail to take any action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the Transferred Assets, Assumed Liabilities or the Transferred Employees with respect to events occurring prior to the Closing ("Applicable Insurance"). (b) Seller agrees that, from and after the Closing Date, all Applicable Insurance directly or indirectly applicable to any Transferred Asset or Assumed Liability shall be for the benefit of the Buyer Entities. Without limiting the generality of the foregoing, from and after the Closing Date and in any manner requested by Buyer, Seller shall use its reasonable best efforts to ensure that all Applicable Insurance policies and arrangements are modified, amended or assigned so that the Buyer Entities are direct beneficiaries of such Applicable Insurance with all rights to enforce, obtain the benefit of and take all other action in respect of such Applicable Insurance; provided that, if the modifications, amendments or assignments contemplated by this Section 5.07(b) are not permissible, Seller shall, and shall cause each of its Subsidiaries to, enter into such other arrangements as Buyer may request to ensure that the Buyer Entities are entitled to the benefit (to the fullest extent set forth in the relevant policies and arrangements) of any Applicable Insurance.
Sample 1
Maintenance and Enforcement of Insurance Policies. (a) From and after the date of this Agreement (including after the Closing Date), Sellers shall not, and McNaxx, XXM Holdings and CTCI shall cause each of the Acquired Entities not to, take or fail to take any action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the Acquired Entities with respect to events occurring prior to the Closing ("APPLICABLE INSURANCE"). (b) McNaxx, XXM Holdings and CTCI agree that, from and after the Closing Date, except as disclosed in Section 5.05(b) of the Disclosure Schedule, all Applicable Insurance directly or indirectly applicable to the Acquired Entities shall be for the benefit of the Buyer Entities. Without limiting the generality of the foregoing, from and after the Closing Date and in any manner requested by Buyer, McNaxx, XXM Holdings and CTCI shall use their reasonable efforts to ensure that all Applicable Insurance policies and arrangements are modified, amended or assigned so that, except as disclosed in Section 5.05(b) of the Disclosure Schedule, the Buyer Entities are the direct beneficiary of such Applicable Insurance with all rights to enforce, obtain the benefit of and take all other action in respect of such Applicable Insurance; provided that, if the modifications, amendments or assignments contemplated by this Section 5.05(b) are not permissible, McNaxx, XXM
Sample 1

Related to Maintenance and Enforcement of Insurance Policies

  • Audits, Inspection and Enforcement Within ten (10) days of a request by CE, BA and its agents and subcontractors shall allow CE or its agents or subcontractors to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether BA has complied with this Addendum or maintains adequate security safeguards; provided, however, that (i) BA and CE shall mutually agree in advance upon the scope, timing, and location of such an inspection, (ii) CE shall protect the confidentiality of all confidential and proprietary information of BA to which CE has access during the course of such inspection; and (iii) CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by BA. The fact that CE inspects, or fails to inspect, or has the right to inspect, BA’s facilities, systems, books, records, agreements, policies, and procedures does not relieve BA of its responsibility to comply with this Addendum, nor does CE’s (i) failure to detect or (ii) detection, but failure to notify BA or require BA’s remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE’s enforcement rights under the Contract or Addendum. BA shall notify CE within five (5) days of learning that BA has become the subject of an audit, compliance review, or complaint investigation by the Office of Civil Rights or other state or federal government entity.

  • Compliance and Enforcement 1. These provisions address the additional contractual remedies available to the Airport Board as a result of the Contractor’s failure to comply with the obligations set forth in the M/WBE Program Policy and Administrative Procedures. The contractual remedies set forth are also applicable to the Contractor’s failure to comply with the Program requirements, as well as any remedies available at law or in equity. These remedies are not intended to apply to the Contractor’s failure to comply with other obligations under the Contract unrelated to the Program requirements or preclude Airport Board’s recovery of its actual damages for such unrelatedbreaches. 2. The Contractor must attend and participate in onboarding, progress, non- compliance meetings and site visits upon request. The Contractor must forward all necessary documents and information during the course of performance and to close out the Contract and must cooperate with BDDD in providing any information, including the final accounting for M/WBE participation on the Contract. 3. BDDD is empowered to receive and investigate complaints and allegations by M/WBEs, third parties or Airport Board Staff, or to initiate its own investigations, regarding Contractor’s compliance with the Program requirements. If BDDD determines that an investigation is warranted, the Contractor must fully cooperate with the investigation and provide complete, truthful information to the Airport Board or its representatives concerning the investigation and Contractor’s compliance with the Program requirements. 4. The failure of the Contractor to meet the M/WBE contractual commitment or comply with any other aspect of the Program requirements will constitute a material breach of the Contract entitling the Airport Board or its representatives to exercise any remedy available in this Contract, the Program requirements or applicable law. In addition, the failure of the Contractor to meet the M/WBE contractual commitment or comply with any other aspect of the Program requirements may be considered and have a bearing on future contract award considerations. 5. Any suspected false, fraudulent or dishonest conduct relating to the Contractor’s performance of the Program requirements may be reported to the Airport Board’s Department of Audit Services or to any applicable enforcement agency, including the State Attorney General's Office and appropriate federal law enforcement authorities. 6. If Contractor is in breach of any of the Program requirements, the Airport Board or its representatives may exercise any of following remedies, in addition to any other remedies available to it under this Contract or at law or in equity: a. withholding funds payable under this Contract, including, but not limited to, funds payable for work self-performed by the Contractor or applicable retainage; b. temporarily suspending, at no cost to DFW, Contractor’s performance under the Agreement/Contract; c. termination of the Agreement/Contract; d. suspension/debarment of Contractor for a period of time from participating in any solicitations issued by DFW for severity of breach of Contract. 7. With respect to a firm not meeting a goal on a previous contract or the underutilization of an M/WBE (or SBEs, if applicable) on a previous contract, BDDD shall regard as non-responsive any bid, proposal or competitive selection process proposal received that includes the Contractor, consultant as a Contractor, consultant, subcontractor, subconsultant, joint venture, supplier, manufacturer’s representative, or broker. 8. With respect to M/WBE firms, a finding of non-compliance could result in a denial of certification or removal of eligibility and/or suspension and debarment.

  • Collaboration on Compliance and Enforcement A Competent Authority will notify the other Competent Authority when the first-mentioned Competent Authority has reason to believe that an error may have led to incorrect or incomplete information reporting or there is non-compliance by a Reporting Financial Institution with the applicable reporting requirements and due diligence procedures consistent with the Common Reporting Standard. The notified Competent Authority will take all appropriate measures available under its domestic law to address the errors or non-compliance described in the notice.

  • Authorization and Enforcement of Obligations Such party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms.

  • Construction and Enforcement This Agreement shall be construed in accordance with the laws of the State of Florida, without and application of the principles of conflicts of laws. If it becomes necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, and such legal action results in a final judgment in favor of such party ("Prevailing Party"), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder. Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in St. Lucie County in the State of Florida. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in St. Lucie County, Florida, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in St. Lucie County, Florida, has been brought in an inconvenient forum.

  • Governing law and enforcement (a) The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation. (b) Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

  • Authorization and Enforcement The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board or the Company’s stockholders in connection herewith other than in connection with the Required Approvals. This Agreement has been duly executed and delivered by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

  • Monitoring and Enforcement; Termination We have the right to: • Remove or refuse to post any User Contributions for any or no reason in our sole discretion. • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company. • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website. • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not: • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy. • Be likely to deceive any person. • Promote any illegal activity, or advocate, promote, or assist any unlawful act. • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising. • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

  • Performance and Enforcement of Certain Obligations (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense (or, if the Indenture Trustee is then acting as the Administrator, at the expense of CarMax), the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor and the Servicer of their respective obligations thereunder. (b) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class shall (subject to Section 6.2(f)), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor or the Servicer under or in connection with the Sale and Servicing Agreement or against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Servicer, as the case may be, of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller of its obligations to the Depositor under or in connection with the Receivables Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller of its obligations under the Receivables Purchase Agreement. (d) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class shall (subject to Section 6.2(f)), exercise all rights, remedies, powers, privileges and claims of the Depositor against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Receivables Purchase Agreement, and any right of the Depositor to take such action shall be suspended.

  • Expenses of Enforcement, Etc The Guarantors agree to reimburse the Administrative Agent and the other Holders of Guaranteed Obligations for any reasonable costs and out-of-pocket expenses (including attorneys’ fees) paid or incurred by the Administrative Agent or any other Holder of Guaranteed Obligations in connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guaranty.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!