Nature of Coverage; Other Insurance and Indemnification Sample Clauses

Nature of Coverage; Other Insurance and Indemnification. (1) Except for insurance written specifically excess over this Policy, and personal umbrella policies maintained by the Insured Persons, all coverage under this Policy shall apply excess over, and shall not contribute with (i) any other valid and collectible insurance, including but not limited to the Underlying Insurance, and (ii) any indemnification to which an Insured Person may be entitled from any source, including but not limited to the Company. The premium for this Policy has been calculated accordingly. However, if Loss or Pre-Claim Expense is not paid by such other insurance or as indemnification for any reason, including occurrence of a Drop-Down Event and/or Indemnification Failure, then this Policy will respond on behalf of the Insured Persons as if it were primary, subject to this Policy’s terms and conditions and without prejudice to the Insurer’s excess position (Except as expressly stated in the LIBERALIZATION CLAUSE, this Policy shall not be subject to the provisions of any other insurance). By so responding, the Insurer does not waive, compromise or release its right to recover Loss or Pre-Claim Expense paid under this Policy from the issuers of any other insurance under which coverage may be owed, or from any person or entity from which an Insured Person may be entitled to indemnification.
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Related to Nature of Coverage; Other Insurance and Indemnification

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

  • Liability Indemnification and Insurance 9.1 Each Party's obligations and liabilities to the other arising out of or in connection with the provision of the Services and any other services provided hereunder shall be only those expressly set out in this Agreement together with those obligations which are implied by law but only to the extent that they cannot be restricted, limited or excluded;

  • Insurance and Indemnity (a) The Hirer shall be liable for:

  • INDEMNIFICATION, INSURANCE AND PROTECTION OF PROPERTY The following provisions shall only apply if and to the extent Seller’s personnel enter or perform work at premises owned or controlled by Buyer or Buyer’s customer:

  • INSURANCE and INDEMNIFICATION REQUIREMENTS See Exhibit C, attached hereto, for insurance requirements for this Agreement. The COUNTY’S insurance requirements are a material provision to this Agreement.

  • Insurance and Indemnities 15.1 The Service Provider shall maintain the following insurances for the duration of the contract:

  • LIABILITY, INDEMNITY AND INSURANCE 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:-

  • INSURANCE/INDEMNIFICATION A. The School agrees to provide the following proof of insurance:

  • Indemnification and Insurance (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

  • Indemnification; Insurance (a) The Local Church shall defend, indemnify, and hold the Annual Conference (including its officers, directors, trustees, agents, employees, members and the like) harmless against any and all investigations, actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to employment matters, personal injuries, the Real Property, the Personal Property, contracts, agreements, loans, Subsidiary operations or claims related thereto, or relating to the transactions contemplated in this Disaffiliation Agreement, including the disaffiliation of the Local Church. Annual Conference reserves the right to select counsel to defend and/or bring any such claims. Notwithstanding the Annual Conference’s right to the choice of counsel, Local Church shall solely be responsible for any and all attorneys’ fees, costs, and expenses relating to any and all such actions. The Annual Conference shall promptly notify the Local Church of any claims hereunder, and the Annual Conference shall have the sole right to control and direct all litigation and settle any and all claims hereunder.

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