Seller’s Group Insurance Policies Sample Clauses

Seller’s Group Insurance Policies. The Purchaser acknowledges and agrees that (i) the Seller’s Group Insurance Policies will automatically cease to cover and benefit the Target Entities and their Employees after the Completion Date, including with respect to any accident, event, occurrence or claim having its origin or generating fact on or preceding the Completion Date (except only for claims reported to the relevant insurers prior to the Completion Date), (ii) neither the Seller nor any of its Affiliates shall be required to maintain any Seller’s Group Insurance Policy for the benefit of any Target Entity or any of its directors, corporate officers or employees after the Completion Date, (iii) the Purchaser and the Target Entities shall bear full responsibility for the subscription of new insurance policies after the Completion Date in substitution for the Seller’s Group Insurance Policies without any recourse against the Seller or under the Seller’s Group Insurance Policies, and (iv) the Purchaser and the Target Entities shall assume the consequences of the Target Entities and their directors, corporate officers and employees no longer benefiting from any insurance coverage under the Seller’s Group Insurance Policies after the Completion Date.
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Seller’s Group Insurance Policies. 17.5.1 Except as otherwise provided in Sections 17.5.3 and 17.5.4, Purchaser is aware that all group insurance policies of the Remaining Seller's Group covering the Target Companies will terminate, or be terminated, as a result of the consummation contemplated by this Agreement. After the Closing Date, SPAExecution Version Purchaser shall be solely responsible for ensuring that the Target Companies and their board members are adequately insured against all relevant risks, in a scope and in amounts at least consistent with past practice. 17.5.2 Prior to the Scheduled Closing Date, Seller shall purchase, or cause to be purchased, directors' and officers' or similar insurance coverage ("D&O Insurance") in form and substance (including premium and coverage) reasonably acceptable to Purchaser. 17.5.3 Following the Closing, to the extent that any group insurance policies of the Remaining Seller's Group covering the Target Companies (other than the Transferred Insurance Policies, which shall be assigned pursuant to Section 17.5.4) (i) cover any liabilities of any Target Company based on occurrences prior to the Closing and (ii) permit claims to be made thereunder with respect to such liabilities (the "Pre-Closing Claims"), Seller shall, and shall cause the other members of the Remaining Seller's Group to, (x) reasonably cooperate with Purchaser in submitting Pre-Closing Claims on behalf of the Target Company under such group insurance policies of the Remaining Seller’s Group, and (y) remit to Purchaser any amounts received by any member of the Remaining Seller’s Group under such group insurance policies less any Taxes in respect of Pre-Closing Claims within five (5) Business Days of receipt. 17.5.4 On or prior to the Closing Date, Seller shall use reasonable efforts to assign or otherwise transfer to the Target Companies the right to pursue recovery under the insurance policies listed in Exhibit 17.5.4 ("Transferred Insurance Policies") after the Closing to the same extent that the Target Companies are able to raise such claims as of the Signing Date, in each case, subject to the admissibility thereof under the agreements with the respective insurers or to obtaining their consent.
Seller’s Group Insurance Policies. The Buyer acknowledges that, at the Seller's election, the Company and the Subsidiaries may cease to be covered under the Seller's group insurance policies following the Closing.

Related to Seller’s Group Insurance Policies

  • Insurance Policies Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

  • 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).

  • Other Insurance Policies No action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by Seller or by any officer, director, or employee of Seller or any designee of Seller or any corporation in which Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.

  • 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.

  • Insurance Policy The Employer agrees to remit to the Union an amount to be applied toward the payment of a premium by the Union for an insurance policy which provides a defense attorney to represent all members of the bargaining unit when they are charged with a criminal act that results from events occurring while the bargaining unit member was acting in an official capacity. The maximum amount payable during the term of the Agreement shall be seven dollars ($7.00) per member per month.

  • Title Insurance Policies The Borrower will deliver to the Administrative Agent a policy of title insurance (or marked-up title insurance commitment or title proforma having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property described therein in an amount not less than the estimated fair market value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall (A) be issued by a nationally-recognized title insurance company reasonably acceptable to the Administrative Agent (the “Title Company”), (B) include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) be supplemented by a “tie-in” or “aggregation” endorsement, if available under applicable law, and such other endorsements as may reasonably be requested by the Administrative Agent (including (to the extent available in the applicable jurisdiction and/or with respect to the Mortgaged Property, in each case, on commercially reasonable terms) endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions) if available under applicable law at commercially reasonable rates and (D) contain no other exceptions to title other than Permitted Liens and other exceptions acceptable to the Administrative Agent in its reasonable discretion;

  • ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

  • Insurance Companies Insurance required hereunder shall be in companies duly licensed to transact business in the State of Washington, and maintaining during the policy term a General Policyholders Rating of ‘A-’ or better and a financial rating of ‘IX’ or better, as set forth in the most current issue of “Best’s Insurance Guide.”

  • Leave Policies 13 5.01 Sick Leave .................................................................. 13 5.011 Entitlement ........................................................ 13 5.012 Accumulation ..................................................... 13 5.013 Reasons ............................................................ 13 5.014 Sick Leave Advance .......................................... 14 5.015 Statement .......................................................... 14 5.016 Falsification ....................................................... 14 5.02

  • Insurance Plans The Executive is eligible to participate in the life, health, dental, short and long-term disability plans made available to the employees of the Company pursuant to the terms and conditions of such plans.

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