New Policies Book Roll Sample Clauses

New Policies Book Roll. (i) From the date hereof and for a period ending on the forty-two (42) month anniversary of the Closing Date (it being acknowledged and agreed that the Parties expect that almost all of the efforts of Seller required pursuant to this Section 5.11(f) are expected to be completed prior to Closing and during the first twelve (12) months following the Closing Date), Seller shall use commercially reasonable efforts to, and shall cause the Business Entities to, use commercially reasonable efforts to reasonably cooperate with Buyer in good faith and in all reasonable respects to facilitate the New Policies Book Roll as soon as reasonably practicable following Closing as reasonably directed by Xxxxx, including: (1) provision of necessary information in Seller’s possession or reasonable control to permit the New Business Reinsurer to make similar rate and form filings with respect to the Business as applicable; provided, that prior to the Closing the activities in this clause (i) shall be limited to preparatory work; (2) to the extent within Seller’s reasonable control, provision of all information in Seller’s possession or control and reasonably necessary to appoint the relevant brokers-of-record and other Insurance Producers for the Business in order to transition the relevant Business to Arch Agency and otherwise facilitating, (with any pre-Closing facilitation in accordance with the agreed communications plan described below), the appointment of such Insurance Producers with Arch Agency subject to the Closing; (3) prior to Closing and pursuant to an agreed communications plan as contemplated below, reasonably facilitating conversations with such Insurance Producers via phone call, email, or, with respect to certain material Insurance Producers as reasonably agreed by Xxxxx and Seller, in-person visits on an Insurance Producer-by-Insurance Producer basis as reasonably requested by Xxxxx; (4) modification of relevant materials (quotes, binders, etc., but not policy forms or, unless Seller and Buyer otherwise agree, claims materials) to facilitate Buyer branding of the Business during the New Business Period (at Buyer’s cost); provided, that prior to the Closing the activities in this clause (iv) shall be limited to preparatory work; (5) prior to Closing, reporting on such efforts in the Transition Committee at each meeting thereof contemplated by Section 5.11 above; and (6) following Closing appointing one employee of Seller who was a member of the Transition Com...
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Related to New Policies Book Roll

  • Investment Policies The Borrower is in compliance in all material respects with the Investment Policies.

  • Policies and Temporary Policies Registry Operator shall comply with and implement all Consensus Policies and Temporary Policies found at <xxxx://xxx.xxxxx.xxx/general/consensus-policies.htm>, as of the Effective Date and as may in the future be developed and adopted in accordance with the ICANN Bylaws, provided such future Consensus Polices and Temporary Policies are adopted in accordance with the procedure and relate to those topics and subject to those limitations set forth in Specification 1 attached hereto (“Specification 1”). Data Escrow. Registry Operator shall comply with the registry data escrow procedures set forth in Specification 2 attached hereto (“Specification 2”).

  • SPAM POLICY You are strictly prohibited from using the Website or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

  • General Guidelines Conduct yourself in a responsible manner at all times in the laboratory.

  • R&W Policy (a) Purchaser has conditionally bound a representations and warranties insurance policy (the “R&W Policy”) pursuant to the binder agreement which was provided to Seller for review in advance of the Execution Date and which is attached hereto as Exhibit H (the “R&W Conditional Binder”). From and after the Execution Date, each Party shall use its commercially reasonable efforts to satisfy the conditions set forth in the R&W Conditional Binder as of the Closing Date. The R&W Policy shall contain: (i) a waiver of subrogation, contribution, or otherwise by the insurer in favor of the Seller Indemnified Parties, except against Seller or any “Seller” under the Other PSAs or with respect to such Seller’s or “Seller’s” (as applicable) actual and intentional fraud in the making of the representations and warranties set forth in Article 3 of this Agreement (or the corresponding article setting forth any “Seller’s” representations and warranties in any Other PSA, as applicable), it being understood that the fraud of one Seller or “Seller” (as applicable) shall not be imputed to any other Seller or “Seller” (as applicable); and (ii) a statement that each Seller Indemnified Party is an intended third party beneficiary of the foregoing subrogation limitation. (b) Seller and Purchaser shall each pay fifty percent (50%) of all costs of obtaining the R&W Policy, specifically the premium, surplus lines Taxes and fees, and any related broker compensation and underwriting fees; provided that Seller’s share of such costs shall be paid by Seller via the adjustment of the Cash Purchase Price pursuant to Section 2.3(n). (c) Purchaser agrees that after the Closing it will not agree to any amendment of the R&W Policy that would be expected to cause actual and material prejudice to Seller without Seller’s prior written consent. (d) Notwithstanding anything to the contrary in this Agreement, none of the Seller Indemnified Parties shall be entitled to any proceeds from the R&W Policy. Notwithstanding anything in this Section 5.18 or otherwise to the contrary, nothing herein shall be interpreted to limit Purchaser’s rights to make or pursue claims, or secure recovery under the R&W Policy, as Purchaser believes, in its sole discretion, to be in Purchaser’s interests.

  • Investment Policy Investment objectives, policies and other restrictions for the management of the Investment Assets, including requirements as to diversification, are set forth in Exhibit A to this Agreement. The Sub-Advisor must discharge its duties hereunder in accordance with Exhibit A as revised or supplemented in separate written instructions provided from time to time by the Advisor or the Fund’s Board of Directors.

  • Management; Community Policies Owner may retain employees and management agents from time to time to manage the Property, and Owner’s agent may retain other employees or contractors. Resident, on behalf of himself or herself and his or her Guests, agrees to comply fully with all directions from Owner and its employees and agents, and the rules and regulations (including all amendments and additions thereto, except those that substantially modify the Resident’s bargain and to which Resident timely objects) as contained in this Agreement and the Community Policies of the Property. The Community Policies are available at xxxxx://xxxxxxxxxxxxxx.xxx/policies.pdf or on request from the management office and are considered part of this Agreement.

  • Copies of policies; letters of undertaking Each Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters of undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that: (a) they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4; (b) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee in accordance with the said loss payable clause; (c) they will advise the Security Trustee immediately of any material change to the terms of the obligatory insurances; (d) they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from that Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and (e) they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested by the Security Trustee.

  • Incorporation of Prompt Payment Policy Statement into Contracts The provisions of this Exhibit shall apply to all Payments as they become due and owing pursuant to the terms and conditions of this Agreement, notwithstanding that NYSERDA may subsequently amend its Prompt Payment Policy by further rulemaking.

  • Credit Policy Subject to Section 6.01(h), the Borrower will not consent to Regional Management’s amendment, modification, restatement or replacement, in whole or in part, of the Credit Policy, which change could adversely affect the interests or the remedies of the Secured Parties under the Basic Documents, without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders) (and the Required Lenders shall use commercially reasonable efforts to respond to such consent request within five Business Days of their receipt thereof).

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