O Insurance Sample Clauses

O Insurance. 9.1 To the extent permitted by applicable Law, for six years after the Effective Date, Offeror undertakes in favour of Target and in favour of each of the directors, officers and employees of Target and each of its subsidiary undertakings as at and prior to the date of this Agreement to procure that the members of the Target Group shall honour and fulfil all their respective obligations (if any) existing at the date of this Agreement regarding exclusion or limitation of liability of directors, indemnification of officers, directors and officers insurance and directors and employees and advancement of expenses with respect to matters existing or occurring at or prior to the Effective Date. 9.2 Offeror acknowledges that, prior to the Effective Date, Target may purchase directors and officers insurance for both current and former directors of the Target Group, including without limitation directors of Target at the date hereof who retire or whose employment is terminated on or prior to the Effective Date in connection with the Acquisition, for acts and omissions up to and including the Effective Date, in the form of run off cover for a period of six years following the Effective Date (the “Run Off Cover”). The Run Off Cover shall be with reputable insurers, for an aggregate limit commensurate with Target Group’s existing policies and provide cover at least as broad in its scope as that provided under Target Group’s directors and officers insurance as at the date of this Agreement and Target shall maintain the Run Off Cover for the period required under this 9.2. To the extent that Run Off Cover has not been purchased by Target prior to the Effective Date, Offeror shall procure that Target purchases such Run Off Cover. 9.3 Each of the directors, officers and employees of the Target Group to which Clause 9.1 and/or Clause 9.2 applies shall have the right, pursuant to the Contracts (Rights of Third Parties) Xxx 0000, to enforce their rights against Offeror or any of its successors or assigns under such provision.
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O Insurance. Maintain existing directors and officers liability (E&O) insurance, if any, until final dissolution of the School Corporation. If no such E&O insurance exists, disclose this fact to the board of directors. Other:
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O Insurance. (a) [Intentionally Omitted.] (b) Except as provided in paragraph 8(c) below, Corporation will purchase and maintain D&O Insurance with a policy limit of at least $10,000,000.00, insuring Director against any liability arising out of Director's status as a director or officer of Corporation, regardless of whether Corporation has the power to indemnify Director against such liability under applicable law. (c) Corporation will not be required to purchase and maintain D&O Insurance if the Board of Directors of Corporation determines, after diligent inquiry, that (1) such insurance is not available; or (2) the premiums for available insurance are disproportionate to the amount of coverage and to the premiums paid by other corporations similarly situated. The Board of Directors of Corporation will, at least twice annually, in good faith review its decision not to maintain D&O Insurance and will purchase such insurance at any time that the conditions of this paragraph 8(c) cease to apply. (d) The parties will cooperate to obtain advances of Expenses, indemnification payments and consents from D&O Insurance carriers in any Covered Matter to the full extent of applicable D&O Insurance. The existence of D&O Insurance coverage will not diminish or limit Corporation's obligation to make indemnification payments to Director. Amounts paid directly to Director with respect to a Covered Matter by Corporation's D&O Insurance carriers will be credited to the amounts payable by Corporation to Director under this Agreement.
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O Insurance. The Corporation shall maintain in full force and effect at all times during the duration of this Agreement a directors and officers insurance policy with coverage in an amount which the Board determines from time to time is appropriate for a business such as the Corporation.
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O Insurance. 10.1 If and to the extent that such obligations are permitted by Law, for six years after the Effective Date, Offeror undertakes in favour of Target and in favour of each of the directors and officers (and any other individuals in a management or supervisory capacity of Target or any member of the Target Group, such individuals being “Relevant Individuals”) as at and prior to the date of this Agreement to: 10.1.1 procure that the members of the Target Group shall honour and fulfil all their respective obligations (if any) existing at the date of this Agreement regarding exclusion or limitation of liability of directors, officers and Relevant Individuals, indemnification of officers, directors and Relevant Individuals and advancement of expenses with respect to matters existing or occurring at or prior to the Effective Date; and 10.1.2 provide reasonable assistance to current and former directors and officers of the Target Group to the extent they need to make a claim against the Target Group directors’ and officers’ insurance policy (including any Run-Off Cover), in each case with respect to matters existing or occurring prior to the Effective Date. 10.2 Offeror acknowledges that, prior to the Effective Date, Target may purchase directors’ and officers’ insurance for both current and former directors and officers of the Target Group, including directors and officers of Target at the date hereof who retire or whose employment is terminated on or prior to the Effective Date in connection with the Acquisition, for acts and omissions up to and including the Effective Date, in the form of run-off cover for a period of six years following the Effective Date (the “Run-Off Cover”). The Run-Off Cover shall be with reputable insurers, for an aggregate limit broadly commensurate with Target Group’s existing policies and provide cover so far as practicable at least as broad in its scope as that provided under the Target Group’s directors’ and officers’ insurance as at the date of this Agreement. To the extent that Run-Off Cover has not been purchased by Target prior to the Effective Date, Offeror shall procure that Target purchases such Run-Off Cover as soon as reasonably practicable after the Effective Date. 10.3 Each of the directors, officers and Relevant Individuals to which the foregoing provisions of this Clause 10 (D&O Insurance) apply shall have the right, pursuant to the Contracts (Rights of Third Parties) Act 1999, to enforce their rights against Offeror or ...
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O Insurance. The Company shall maintain directors and officers liability insurance in such amounts and coverage as shall be approved from time to time by the Board, but in no event shall the coverage for Executive Chairman be less (in amount or scope) than the coverage provided for any other officer or director of the Company. Such insurance coverage shall continue as to Executive Chairman for at least six years after he has ceased to be a director, officer or executive of the Company with respect to acts or omissions that occurred prior to such cessation. Insurance contemplated by this Section 4 shall inure to the benefit of Executive Chairman, his heirs and the executors and administrators of his estate.
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O Insurance. 9.1 The Company shall procure that any directors and officers insurance cover it has in place shall be extended to cover the Director as soon as practicable following the date of execution of this Agreement. If the Company has no directors and officers insurance cover in place, and if Paradigm requires such cover, the Company shall procure such insurance policy on terms which are customary in the market and acceptable to the Board within 90 days of the date hereof. The Company will seek to ensure that one of those terms will be to have expenses advanced in order to defend proceedings pursuant to clause 8.5.
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O Insurance. During the Employment Period, the Company shall cause the Executive to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time. The Company shall use commercially reasonable efforts to cause the Executive to continue to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time for a reasonable period (which shall in no event exceed six (6) years) after the Employment Period, provided that such coverage for the Executive is reasonably available from the Company’s then- existing insurance compan(ies) and is reasonably priced, in each case as determined by the Company in its good faith discretion. Nothing herein prohibits the Company from suspending, amending or discontinuing its directors and officers insurance or from changing insurance carriers at any time for any or no reason with or without notice, as long as any such actions are applicable to Company executives generally.
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O Insurance. 7.1 The Company shall purchase and maintain directors’ and officers’ liability insurance (“D&O Insurance”) to insure the Director as a director of the Company during the period of the Director’s appointment and for a period of [six] years thereafter to the extent that such insurance can be obtained at such cost and on such terms as the Board considers to be reasonable. 7.2 The Company shall not be in breach of its obligations under this Clause 7 where its inability to purchase and maintain D&O Insurance to insure the Director is attributable to a failure by the Director to comply with the Director’s obligations to the insurers or any failure to meet or comply with a condition of the coverage of the D&O Insurance is attributable to acts or omissions of the Director. 7.3 The Company shall ensure that the Director is provided at all times with a copy, or a summary of the terms, of the Company’s current D&O Insurance policy, to the extent it relates to the Director. 7.4 In the event of any breach of Clause 7.1, the Director acknowledges that the Company’s liability to the Director shall be limited to the extent permissible in accordance with the law, from time to time, and in particular with section 232 of the CA 2006. 7.5 In the event that the Director shall have a right to make a claim under the provisions of Clause 2.1 or for breach of Clause 7.1, the Director shall claim first under the provisions of Clause 2.1. Provided to the extent that the Director is not adequately protected under the provisions of Clause 2.1, then the Director shall be entitled subsequently to bring a claim for a breach of Clause 7.1 subject to the exclusions and limitations contained in Clause 3 and Clause 4 shall be applied with such changes as are appropriate. 7.6 Nothing in this deed modifies or limits any obligation on the Director under the terms of any applicable D&O Insurance maintained by the Company from time to time. Furthermore, the terms of this deed shall not negate any obligation that the Director might have to assist the Company in complying with any obligations it may have under the terms of the D&O Insurance and the Director shall not take, or fail to take, any action which may prejudice the ability of the Company to recover under any D&O Insurance.
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Related to O Insurance

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • D&O Insurance Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company’s (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

  • Group Insurance All employees covered by this Agreement shall receive the same group insurance benefits as provided to other County employees in accordance with the County Benefit Program.

  • Indemnity Insurance a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Xxx 000, Xxxx Xxxxxxx, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City.

  • Umbrella Insurance During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000

  • Required Insurance Coverages The Contractor also agrees to purchase insurance and have the authorized agent state on the insurance certificate that the Contractor has purchased the following types of insurance coverages, consistent with the policies and requirements of O.C.G.A. §50-21-37. The minimum required coverages and liability limits are as follows:

  • Insurance Coverages (a) Borrower will maintain such insurance coverages and endorsements in form and substance and in amounts as Lender may require in its sole discretion, from time to time except to the extent such coverages and endorsements are not reasonably commercially available and further provided such coverages and endorsements are not more onerous to Borrower than the types and amounts Lender requires for other properties that are similar in type or location as the Property. Until Lender notifies Borrower of changes in Lender’s requirements, Borrower will maintain not less than the insurance coverages and endorsements Lender required for closing of the Loan except to the extent such coverages and endorsements are not commercially available and are more onerous to Borrower than the types and amounts Lender requires for other properties that are similar in type or location as the Property. (b) The insurance, including renewals, required under this Section will be issued on valid and enforceable policies and endorsements satisfactory to Lender (the "Policies"). Each Policy will contain a standard waiver of subrogation and a replacement cost endorsement and will provide that Lender will receive not less than 30 days’ prior written notice of any cancellation, termination or non-renewal of a Policy or any material change other than an increase in coverage and that Lender will be named under a standard mortgage endorsement as loss payee. (c) The insurance companies issuing the Policies (the "Insurers") must be authorized to do business in the State or Commonwealth where the Property is located, must have been in business for at least 5 years, must carry an A.M. Best Company, Inc. policy holder rating of A-or better and an A.M. Best Company, Inc. financial category rating of (i) Class X or better for all primary liability coverage and the first 80% of liability coverage and (ii) Class VIII or better for all secondary and remaining liability coverage and must be otherwise satisfactory to Lender. Lender may select an alternative credit rating agency and may impose different credit rating standards for the Insurers. Notwithstanding Xxxxxx’s right to approve the Insurers and to establish credit rating standards for the Insurers, Lender will not be responsible for the solvency of any Insurer. (d) Notwithstanding Xxxxxx’s rights under this Article, Xxxxxx will not be liable for any loss, damage or injury resulting from the inadequacy or lack of any insurance coverage. (e) Borrower will comply with the provisions of the Policies and with the requirements, notices and demands imposed by the Insurers and applicable to Borrower or the Property. (f) Borrower will pay the Insurance Premiums for each Policy not less than 30 days before the expiration date of the Policy being replaced or renewed and will deliver to Lender an original or, if a blanket policy, a certified copy of each Policy marked "Paid" not less than 15 days prior to the expiration date of the Policy being replaced or renewed. Borrower shall have the right to pay Insurance Premiums pursuant to an arrangement with one or more finance companies for the financing of certain blanket insurance policies maintained by Borrower under a Property Insurance Sharing Agreement among Borrower and certain of its affiliates (a "Blanket Insurance Premium Financing Arrangement"). Pursuant to such an arrangement Borrower will pay to such finance companies Borrower’s allocable share of the annual initial deposit for the applicable Insurance Premiums (the "Deposit") and Borrower’s allocable share of ten (10) regular monthly payments (the "Regular Payments") due for each blanket policy. The term "Financing Installment" as used herein means 1/12th of the aggregate of the Deposit and the Regular Payments for each annual period, as such amounts may be adjusted as hereafter set forth. Not less than twenty (20) days prior to each renewal date of each blanket policy, Borrower will provide Beneficiary in writing the estimated premium for such blanket policy for the following renewal period, and not less than ten (10) days after the renewal date, Borrower will provide Beneficiary in writing the actual amount of such premium. Borrower will also notify Beneficiary in writing within ten (10) days after any change in the amounts allocated to the Property under the Blanket Insurance Premium Financing Arrangement or any other change in premiums or amounts due from Borrower under the Blanket Insurance Premium Financing Arrangement. Thereafter, the "Financing Installment" shall be adjusted as reasonably determined by Beneficiary. In the event of any material change in the Blanket Insurance Premium Financing Arrangement, the foregoing provisions shall be modified as reasonably determined by Beneficiary in order to carry out the intent and purposes thereof.

  • R&W Insurance Policy (a) Buyers have negotiated the R&W Insurance Policy. Immediately following the execution and delivery of this Agreement, Buyers shall bind coverage in respect of the R&W Insurance Policy to incept as of the execution and delivery of this Agreement and shall timely pay that portion of any premium and underwriting fee, in each case then due and payable, to the R&W Insurer to bind and incept coverage under the R&W Insurance Policy. Buyers shall take commercially reasonable action to pay the R&W Insurer the remainder of premium and all other costs required for issuance of the R&W Insurance Policy when due. Buyers shall take commercially reasonable action to execute and cause to be executed and delivered all documents attached to the R&W Insurance Policy or as otherwise may be required by the R&W Insurer in connection with: (a) binding coverage under the terms of the R&W Insurance Policy on the date of this Agreement and (b) issuing the final R&W Insurance Policy. The R&W Insurance Policy shall include a provision whereby insurer expressly irrevocably waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Sellers or any of their Affiliates or representatives with respect to any claim made by any insured thereunder unless such claims were the result of fraud prior to the Closing by any Seller or any of its Affiliates or representatives. The Sellers shall use commercially reasonable efforts to assist and cooperate with the Buyers in connection with any claim by any Buyer under, or recovery by any Buyer with respect to, the R&W Insurance Policy. Buyers shall not take affirmative action to amend the subrogation or third party beneficiary provisions contained in such R&W Insurance Policy benefiting any Seller without the consent of such Seller. (b) Notwithstanding any other provision of this Agreement, the Sellers, jointly and severally, shall reimburse and indemnify Buyers and their respective Affiliates, directors, officers, managers, members, employees and agents for any and all loss, liability, demand, claim of any kind, action, cause of action, cost, damage, fee, deficiency, tax, penalty, fine, assessment, interest or expense (including attorney’s fees, consultant fees, expert fees and any other reasonable fees including the reasonable fees, costs, charges and expenses of attorneys, accountants, brokers, consultants and/or other experts and/or other professionals in each case at their then-prevailing rates) arising out of or resulting from a breach of the representations and warranties in Article III of this Agreement up to an aggregate amount not to exceed $3,300,000.00 (being an amount representing one-half of the initial retention amount under the R&W Insurance Policy). Sellers’ obligation in this Section 10.23(b) shall remain in full force and effect until the latest of 45 days after the expiration of the R&W Insurance Policy, 60 days after all pending claims under the R&W Insurance Policy are fully and finally resolved, or the satisfaction in full of all outstanding obligations of the Sellers under this Section 10.23(b).

  • Insurance Coverage The Company and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company and each Subsidiary, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

  • Fire Insurance The LESSEE shall not permit any use of the leased premises which will make voidable any insurance on the property of which the leased premises are a part, or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association, or any similar body succeeding to its powers. The LESSEE shall on demand reimburse the LESSOR, and all other tenants, all extra insurance premiums caused by the LESSEE's use of the premises.

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