Mitigation and Insurance Sample Clauses

Mitigation and Insurance. (a) Purchaser and Seller shall cooperate in good faith with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. (b) The amount of any Loss claimed pursuant to Section 9.1(a) or Section 9.1(b) hereunder shall be net of any amounts that the Indemnified Party recovers under insurance policies or agreements with respect to such Loss. The Indemnified Party shall take commercially reasonable actions to secure payment from insurance policies, or any other Person responsible for such Loss, before making a claim for any Loss to the Indemnifying Party.
Sample 1
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Mitigation and Insurance. SAIC shall undertake commercially reasonable efforts to mitigate all Damages incurred hereunder until such time as any claim for Damages hereunder is finally and fully resolved, including the time during which Xxxxxxx may be pursuing claims with respect to such Damages under and with respect to any policy or policies of insurance maintained by Xxxxxxx prior to the Closing Date. In addition, if and to the extent that such Damages are or may be covered by any such policy or policies of insurance maintained by Xxxxxxx prior to the Closing Date, SAIC shall provide reasonable and commercially practical cooperation and assistance to Xxxxxxx in conjunction with their efforts to make any and all claims under and with respect to such insurance policies, and any proceeds of such insurance policies which actually are paid or become payable to SAIC shall be applied to offset any Damages which otherwise would be paid or become payable by Xxxxxxx hereunder, provided that the prosecution or resolution of any claims under or with respect to such insurance policies shall not xxxxx, impair, or delay SAIC's' ability to pursue its rights under this Article X.
Sample 1
Mitigation and Insurance. (a) Subject to the provisions set forth in this Agreement, the general concepts of German law relating to the making of claims and the award of damages or other compensation (in particular without being limited to, Section 254 of the German Civil Code, the principles of benefit compensation for damages (Vorteilsausgleich) and the duty to mitigate damages (Schadensminderungspflicht)) shall apply to the calculation of any damages and to any claims under this Agreement. (b) If any of the Sellers at any time after the date hereof wishes to take out insurance against its potential liability hereunder the Purchaser undertakes to provide all such information and access to such information, documentation, sites, personnel or assets as the prospective insurer may require before effecting such insurance.
Sample 1
Mitigation and Insurance. (a) Each of the Parties agrees to take all reasonable steps to mitigate their respective Losses and the Losses of their respective Indemnified Parties upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses that are indemnifiable hereunder. (b) If any event shall occur that would otherwise entitle an Indemnified Party to assert a Claim for indemnification under Section 6.1 or Section 6.2, no Losses shall be deemed to have been sustained by such Indemnified Party to the extent of any proceeds (net of collection costs or any deductible) received by such Indemnified Party from any insurance policies maintained by or on behalf of such Indemnified Party with respect to such Losses. The Parties will use commercially reasonable efforts to pursue and cause their respective Indemnified Parties to pursue a claim or claims under such insurance policies; provided, however, that no Party or Indemnified Party shall have an obligation to commence litigation to recover such proceeds; provided, further, that, for the avoidance of doubt, any additional Losses incurred by an Indemnified Party by reason of its pursuit of proceeds (including increases in insurance premiums) under any insurance policies pursuant to this Section 6.10(b) shall be indemnified by the Indemnifying Party.
Sample 1

Related to Mitigation and Insurance

  • Indemnification and Insurance (a) From and after the Share Purchase, Parent shall cause the Corporation to (i) maintain in effect in the Certificate of Incorporation of the Corporation the provisions with respect to the indemnification set forth in Article VII of the Certificate of Incorporation of the Corporation as in effect at the Share Purchase, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals (or their estates) who at the date of this Agreement and/or as of the closing of the Share Purchase are or were directors, officers, employees or agents of the Corporation or its Subsidiaries, unless such modification is required by law and (ii) maintain in effect for a period of six (6) years from the Share Purchase each Indemnification Agreement in effect (as of such date) between the Corporation or any of its Subsidiaries and officers and directors of the Corporation and its Subsidiaries, which Indemnification Agreement shall not be amended or modified during such period in any manner that would adversely affect the rights of the individual who is a party thereto. (b) Prior to the Share Purchase, the Corporation shall purchase a six year "tail" insurance policy with its current carrier substantially identical in all respects to the Corporation's current directors' and officers' liability insurance coverage (and providing coverage for an amount not less than $30,000,000 and providing for two reinstatement options, exercisable at any time during such six year tail period of $30,000,000) covering those persons who are currently covered on the date of this Agreement by the Corporation's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) (the "Indemnified Parties"). (c) In the event the Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Corporation or Parent, as the case may be, shall assume the obligations set forth in this Section. (d) Notwithstanding the foregoing, nothing herein shall be construed to relieve Parent or the Corporation of their respective obligations to any Indemnified Party pursuant to this Section, and each of the Indemnified Parties shall be entitled to enforce such obligations (including the right to indemnification) directly against the Parent or the Corporation without first making any claim with respect thereto against any applicable successor or assign. (e) This Section 6.6 shall survive the consummation of the Share Purchase and the Merger, if necessary, is intended to benefit the Corporation and the Indemnified Parties, and shall be binding on all successors and assigns of the Corporation and the Parent. Parent shall cause the Corporation to honor its obligations pursuant to this Section 6.6 from and after the Share Purchase.

  • Maintenance and Insurance (a) The Company shall maintain or cause to be maintained, at its own expense, all of its assets and properties in good working order and condition, making all necessary repairs thereto and renewals and replacements thereof. (b) The Company shall maintain or cause to be maintained, at its own expense, insurance in form, substance and amounts (including deductibles), which the Company deems reasonably necessary to the Company's business, (i) adequate to insure all assets and properties of the Company, which assets and properties are of a character usually insured by persons engaged in the same or similar business against loss or damage resulting from fire or other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may be incurred by the Company; (iii) as may be required by the Transaction Documents and/or applicable law and (iv) as may be reasonably requested by Secured Party, all with adequate, financially sound and reputable insurers.

  • RISK AND INSURANCE With effect from exchange of this contract, the Property is at the Buyer’s risk and the Seller is under no obligation to the Buyer to insure the Property. No damage to or destruction of the Property nor any deterioration in its condition, however caused, shall entitle the Buyer either to any reduction of the Purchase Price or to refuse to complete or to delay completion. Conditions 8.2.2, 8.2.3 and 8.2.4(b) do not apply to this contract.

  • Bonding and Insurance All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.

  • LIABILITY AND INSURANCE Compensation Insurance. The Contractor shall maintain workers’ compensation insurance as required under the Florida Workers’ Compensation Law or the workers’ compensation law of another jurisdiction where applicable. The Contractor must require all subcontractors to similarly provide workers’ compensation insurance for all of the latter’s employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers’ Compensation statutes, the Contractor must provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected.

  • Benefits and Insurance The Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made available to similarly situated Company executives (including, but not limited to, being named as an officer for purposes of the Company’s Directors & Officers insurance policy). The Company reserves the right in its sole discretion to modify, add or eliminate benefits at any time. All benefits shall be subject to the terms and conditions of the applicable plan documents, which may be amended or terminated at any time. The Executive shall be entitled to vacation each year, in addition to sick leave and observed holidays in accordance with the policies and practices of the Company. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Company.

  • Indemnity and Insurance 24.1 The Contractor shall indemnify the Authority against all claims, damages and any other liabilities which may arise as a result, directly of the performance or purported performance of this Contract, the aggregate liability not to exceed [£5.000.000], except to the extent that any injury, loss or damage is caused by the negligence, wilful misconduct or breach of the Contract by Authority Personnel 24.2 The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance for the duration of the Contract Period, [and, in relation to Professional Indemnity insurance, for a minimum of six (6) years following the termination of the Contract,] including but not limited to [Professional Indemnity,] Public Liability and Employer’s Liability insurance, in such sums as will enable the Contractor to comply with its obligations under the Contract, including the indemnity in the previous paragraph and as may be described in the Specification Schedule. The Contractor shall provide written evidence of such insurance as and when required by the Authority.

  • BONDS AND INSURANCE 10.1 The Contractor shall provide performance and payment bonds on forms prescribed by Owner and in accordance with the requirements set forth in the UTUGCs. The penal sum of the payment and performance bonds shall be equal to the Contract Sum. 10.2 The Contractor shall not commence work under the Agreement until it has obtained all insurance coverage as required by the UTUGCs and until evidence of the required insurance has been reviewed and approved by the Owner. Owner’s review of the insurance shall not relieve nor decrease the liability of the Contractor. 10.3 In the event that the Owner does implement an Owner Controlled Insurance Program (OCIP) for this Project, the Contractor shall refer to the OCIP specification for a complete listing of coverages provided by the OCIP. Any coverages required by the UTUGCs that is not provided through the OCIP shall be provided by the Contractor.

  • HEALTH AND INSURANCE BENEFITS 22.01 All health and insurance benefit premium costs paid by the Employer shall prorate in accordance with the proration formula under Article 22.12 of this Agreement. Same sex spouse is eligible to be a dependent for insured benefits.

  • Indemnities and Insurance The indemnities and insurance requirements set forth in Articles 16 and 17, respectively, will apply to Indemnitees and LESSOR's representatives during return of the Aircraft, including the ground inspection and acceptance flight. With respect to the acceptance flight, LESSOR's representatives will receive the same protections as LESSOR on LESSEE's Aviation and Airline General Third Party Liability Insurance.

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