Common use of Seller’s Insurance Clause in Contracts

Seller’s Insurance. SELLER shall maintain the following insurance at its own expense, with insurance companies with an A.M. Best rating of A-, VII or better and approved to do business in the state where contract performance occurs. Worker’s Compensation to meet the statutory liability limits of the State in which the work is to be performed and Employer’s Liability in the amount of $1,000,000. Commercial General Liability to cover bodily injury and property damage including blanket contractual liability and products/completed operations liability in amounts not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Policy shall include coverage for XCU hazards. SELLER shall maintain products/completed operations liability coverage in force for three years subsequent to completion of work under this contract or for the duration of the warranty period, whichever is longer. Automobile Liability coverage (if applicable) to cover any vehicle operated by SELLER in the amount of no less than $1,000,000 per accident. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Umbrella/Excess Liability in the amount of $25,000,000 per occurrence, following form. Architects and Engineers Professional Liability in a minimum amount of $5,000,000 per claim carried by either SELLER or its Subcontractors. Builder’s Risk coverage in the amount of $1,000,000 to cover the Deliverable Work. Coverage to be on an All Risks basis with no co-insurance. This policy is meant to cover LOCKHEED XXXXXX’x deductible rather than the completed value of the Deliverable Work. LOCKHEED XXXXXX Corporation, SELLER and all Subcontractors shall be included as additional insureds. If a separate policy is not issued, LOCKHEED XXXXXX Corporation’s interest in the specific location under construction must be noted under the blanket policy. SELLER shall not include any premium to insure such loss or damages exceeding the one million dollar ($1,000,000) loss threshold assumed by SELLER under Section 18 as a cost in this contract. Property, Transit and Marine Insurance to provide coverage for, but not limited to all property described in 18(b). above on an all risk basis. Any deductibles carried by SELLER under such insurance shall be borne by SELLER. As may be reasonably required by LOCKHEED XXXXXX, the above insurance limits may be increased and additional coverage may be required. This insurance shall extend to provide coverage for any Subcontractor used by SELLER for the Deliverable Work governed herein. SELLER shall be responsible for flowing down the insurance requirements, as applicable, to any/all Subcontractors, and for obtaining Certificates of Insurance from each. All insurance required hereunder shall be primary for any claims arising out of the Deliverable Work governed herein Certificates of Insurance, evidencing the requirements of paragraph (1) have been met, shall be furnished to LOCKHEED XXXXXX before work commences under this contract. SELLER shall provide to LOCKHEED XXXXXX advance written notice of any material change in, non-renewal, or cancellation of said insurance in accordance with policy provisions. In the event SELLER fails to furnish such certificates prior to the commencement of work, or fails to continually maintain such insurance throughout the duration of this contract LOCKHEED XXXXXX shall have the right to withhold any payment or partial payment required under this contract, and shall have the right to continue the withholding of same so long as SELLER fails to comply with the requirements of this clause.

Seller’s Insurance. SELLER (a) It is understood and agreed that, for ------------------ purposes of this Agreement, Excluded Liabilities shall maintain include any liability relating to the following Businesses to the extent, and only to the extent, of the coverage available under the Insurance Policies for losses occurring prior to the Closing Date (including as an Excluded Liability (i) any deductible or self-insurance retention relating to workers compensation insurance and (ii) any deductible relating to any accident or loss known to Seller at or prior to the Closing Date). (b) In order to assist Purchaser in determining which liabilities relating to the Assets or the Businesses may be covered under the Insurance Policies, Seller will provide to Purchaser a list of all Insurance Policies known to Seller to be applicable to the Covered Entities from 1980 to the present within 30 days of the Closing Date. Within 90 days of the Closing Date, Seller will provide to Purchaser copies of all Insurance Policies within its possession or control which formerly provided or currently provide coverage to any of the Covered Entities. (c) With respect to any liability relating to the Businesses which Purchaser believes in good faith is potentially covered under the Insurance Policies (and therefore an Excluded Liability), Purchaser shall provide prompt notice to Seller, and Seller shall provide prompt notice to all insurance companies under all potentially applicable Insurance Policies. Purchaser hereby agrees to cooperate and assist Seller as reasonably necessary with respect to presenting claims and securing recoveries under the Insurance Policies. Seller will pursue coverage under the Insurance Policies in good faith and will use its commercially reasonable efforts to maximize insurance recoveries under the Insurance Policies. In the event that Seller fails to meet its obligations under this Section 8.4(c) with respect to any Excluded Liability -------------- relating to the Businesses potentially covered under the Insurance Policies, Seller shall assign to Purchaser (to the extent assignable) all rights to pursue recoveries under the Insurance Policies for defense, indemnification, losses, damages, settlements or other payments or reimbursements of any kind with respect to such Liability. This Section 8.4(c) shall not be interpreted to -------------- require Seller to file or prosecute any legal action or suit under the Insurance Policies, and in the event that Seller elects not to so prosecute such action or suit for insurance recoveries, Purchaser may elect to pursue such action or suit at its own expense. (d) With respect to any claim as to which an insurer disputes its obligation under the Insurance Policies, Seller may settle its claim under the Insurance Policies with insurance companies the advice and consent of Purchaser. If Seller reaches a written letter of intent or agreement in principle to settle with an A.M. Best rating any insurers under the Insurance Policies as to a liability relating to the Businesses, Seller shall give Purchaser notice and copy of A-, VII such letter of intent or better agreement in principle and approved 20 days within which to do business in approve the state where contract performance occurs. Worker’s Compensation to meet the statutory liability limits settlement or take assignment of the State in which claim against such insurer. If Purchaser elects to take assignment of the work is claim against such insurer, the underlying liability relating to the Businesses shall thereafter be deemed to be performed and Employer’s an Assumed Liability in the amount of $1,000,000. Commercial General Liability to cover bodily injury and property damage including blanket contractual liability and products/completed operations liability in amounts not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Policy shall include coverage for XCU hazards. SELLER shall maintain products/completed operations liability coverage in force for three years subsequent to completion of work under this contract or for the duration of the warranty period, whichever is longer. Automobile Liability coverage Agreement (if applicable) to cover any vehicle operated by SELLER in the amount of no less than $1,000,000 per accident. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Umbrella/Excess Liability in the amount of $25,000,000 per occurrence, following form. Architects and Engineers Professional Liability in a minimum amount of $5,000,000 per claim carried by either SELLER or its Subcontractors. Builder’s Risk coverage in the amount of $1,000,000 to cover the Deliverable Work. Coverage to be on an All Risks basis with no co-insurance. This policy is meant to cover LOCKHEED XXXXXX’x deductible rather than the completed value of the Deliverable Work. LOCKHEED XXXXXX Corporation, SELLER and all Subcontractors shall be included as additional insureds. If a separate policy is not issued, LOCKHEED XXXXXX Corporation’s interest in the specific location under construction must be noted under the blanket policy. SELLER shall not include any premium to insure such loss or damages exceeding the one million dollar ($1,000,000) loss threshold assumed by SELLER under Section 18 as a cost in this contract. Property, Transit and Marine Insurance to provide coverage for, but not limited to all property described in 18(b). above on an all risk basis. Any deductibles carried by SELLER under such insurance shall be borne by SELLER. As may be reasonably required by LOCKHEED XXXXXX, the above insurance limits may be increased and additional coverage may be required. This insurance shall extend to provide coverage for any Subcontractor used by SELLER for the Deliverable Work governed herein. SELLER shall be responsible for flowing down the insurance requirements, as applicable, to any/all Subcontractors, and for obtaining Certificates of Insurance from each. All insurance required hereunder shall be primary for any claims arising out of the Deliverable Work governed herein Certificates of Insurance, evidencing the requirements of paragraph (1) have been met, shall be furnished to LOCKHEED XXXXXX before work commences under this contract. SELLER shall provide to LOCKHEED XXXXXX advance written notice of any material change in, non-renewal, or cancellation of said insurance in accordance with policy provisions. In the event SELLER fails to furnish such certificates prior to the commencement extent not otherwise excluded hereunder) and Purchaser will be entitled to retain any recoveries it receives from its prosecution of work, or fails to continually maintain such insurance throughout the duration of this contract LOCKHEED XXXXXX shall have the right to withhold any payment or partial payment required under this contract, and shall have the right to continue the withholding of same so long as SELLER fails to comply with the requirements of this clauseclaim against such insurer.

Seller’s Insurance. (1) SELLER shall maintain the following insurance at its own expense, with insurance companies with an A.M. Best rating of A-, VII A- or better and approved to do business in the state where contract performance occurs. . (i) Worker’s Compensation to meet the statutory liability limits of the State in which the work is to be performed and Employer’s Liability in the amount of $1,000,000. . (ii) Commercial General Liability to cover bodily injury and property damage including blanket contractual liability and products/completed operations liability in minimum amounts not less than of $1,000,000 per occurrence and $2,000,000 in the aggregate. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Policy shall include coverage for XCU hazards. SELLER shall maintain products/completed operations liability coverage in force for three years subsequent to completion of work under this contract or for the duration of the warranty period, whichever is longer. . (iii) Automobile Liability coverage (if applicable) to cover any vehicle operated by SELLER in the minimum amount of no less than $1,000,000 per accident. LOCKHEED XXXXXX Corp. shall be named as an additional insured. . (iv) Umbrella/Excess Liability for the duration of the Work with minimum limits in the amount of $25,000,000 per occurrence, following form. . (v) Architects and Engineers Professional Liability in a minimum amount of $5,000,000 per claim carried by either SELLER or its Subcontractors. . (vi) Builder’s Risk coverage in the amount of $1,000,000 per occurrence to cover the Deliverable Work. Coverage to be on an All Risks basis with no co-insurance. This policy is meant to cover LOCKHEED XXXXXX’x deductible rather than the completed value of the Deliverable Work. LOCKHEED XXXXXX Corporation, SELLER and all Subcontractors shall be included as additional insureds. If a separate policy is not issued, LOCKHEED XXXXXX Corporation’s interest in the specific location under construction must be noted under the blanket policy. SELLER shall not include any premium to insure such loss or damages exceeding the one million dollar ($1,000,000) loss threshold assumed by SELLER under Section 18 as a cost in this contract. . (vii) Property, Transit and Marine Insurance to provide coverage for, but not limited to all property described in 18(b). above on an all risk basis. Any deductibles carried by SELLER under such insurance shall be borne by SELLER. . (viii) As may be reasonably required by LOCKHEED XXXXXX, the above insurance limits may be increased increased, and additional coverage may be required. . (ix) This insurance shall extend to provide coverage for any Subcontractor used by SELLER for the Deliverable Work governed herein. SELLER shall be responsible for flowing down the insurance requirements, as applicable, to any/all Subcontractors, and for obtaining Certificates of Insurance from each. . (2) All insurance required hereunder shall be primary for any claims arising out of the Deliverable Work governed herein herein (3) Certificates of Insurance, evidencing the requirements of paragraph (1) have been met, shall be furnished to LOCKHEED XXXXXX before work commences under this contract. SELLER shall provide to LOCKHEED XXXXXX advance written notice of any material change in, non-renewal, or cancellation of said insurance in accordance with policy provisions. . (4) In the event SELLER fails to furnish such certificates prior to the commencement of work, or fails to continually maintain such insurance throughout the duration of this contract LOCKHEED XXXXXX shall have the right to withhold any payment or partial payment required under this contract, and shall have the right to continue the withholding of same so long as SELLER fails to comply with the requirements of this clause. (5) Risk of loss or damage shall remain with SELLER until final payment.

Seller’s Insurance. SELLER shall Seller hereby agrees to maintain the following insurance at its own expenseexpense comprehensive general liability, with automobile liability, workers’ compensation, employer’s liability insurance, and excess/umbrella insurance companies with an A.M. Best rating during the term of A-, VII or better and approved this Agreement in amounts determined to do business in be sufficient by the state where contract performance occursCity’s Risk Manager. Worker’s Compensation to meet the statutory The commercial general liability insurance policies shall contain minimum limits of the State in which the work is to be performed and Employer’s Liability in the amount liability of $1,000,000. Commercial General Liability to cover 1,000,000 combined single limit per occurrence for bodily injury and property damage including blanket and shall name the City of Stamford and its officers, agents and employees as additional insureds. The general liability policy shall contain, but not be limited to, operations liability, contractual liability, which insures any indemnities contained in the Agreement, products liability and products/completed operations liability in amounts operations, which shall be maintained for a period of not less than three years following completion of the work under the Agreement, XCU if applicable, and personal injury and advertising liability. Seller shall also maintain commercial automobile liability insurance, subject to minimum limit of liability of $1,000,000 per occurrence accident for bodily injury and $2,000,000 in the aggregateproperty damage. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Policy This insurance shall include coverage for XCU hazardsall owned, non-owned and leased / rented vehicles. SELLER The automobile liability insurance shall designate the City of Stamford and its employees, agents, and officers as additional insureds. Seller shall also maintain products/completed operations liability coverage in force for three years subsequent to completion during the full term of work under this contract the Agreement or for the duration period that services are provided by the Seller, workers’ compensation insurance, which covers all of its employees and complies with all statutes and regulations of the warranty periodstate of Connecticut. Seller shall also maintain employer’s liability insurance, whichever is longer. Automobile Liability coverage (if applicable) to cover any vehicle operated by SELLER in the amount which contains minimum limits of no less than $1,000,000 per accident. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Umbrella/Excess Liability in the amount liability of $25,000,000 per occurrence500,000 for each accident, following formdisease for each employee, and disease policy limit. Architects and Engineers Professional Liability Seller shall maintain Excess (umbrella) liability insurance in a minimum amount of $5,000,000 10,000,000 per claim carried by either SELLER or its Subcontractors. Builder’s Risk coverage occurrence and in the amount of $1,000,000 to cover the Deliverable Work. Coverage to be on an All Risks basis with no co-insurance. This policy is meant to cover LOCKHEED XXXXXX’x deductible rather than the completed value of the Deliverable Work. LOCKHEED XXXXXX Corporation, SELLER and all Subcontractors shall be included as additional insureds. If a separate policy is not issued, LOCKHEED XXXXXX Corporation’s interest in the specific location under construction must be noted under the blanket policy. SELLER shall not include any premium to insure such loss or damages exceeding the one million dollar ($1,000,000) loss threshold assumed by SELLER under Section 18 as a cost in this contract. Property, Transit and Marine Insurance to provide coverage for, but not limited to all property described in 18(b). above on an all risk basis. Any deductibles carried by SELLER under such insurance shall be borne by SELLER. As may be reasonably required by LOCKHEED XXXXXX, the above insurance limits may be increased and additional coverage may be requiredaggregate. This insurance shall extend provide additional limits of liability for the commercial general liability, commercial automobile liability, and employer’s liability coverage. All such insurance required hereunder shall contain provisions requiring the insurance company(s) to provide coverage thirty (30) days prior written notice to the Risk Manager for the City of Stamford in the event of cancellation, termination or material change to any policy terms and conditions for policies required hereunder. Any insurance required hereunder written on a “claims made” rather than on an occurrence basis shall contain a retroactive date no later than the earlier of the commencement date of the services under the Agreement or execution of the Agreement and shall provide that in the event of cancellation or non-renewal, the discovery period for insurance claims (Tail Coverage) shall be available for at least sixty (60) months following termination of the services under the Agreement or termination of the Agreement, whichever is later. The Seller agrees to waive any right of claim against the City of Stamford and its employees, agents and officers for any Subcontractor used by SELLER for losses, damages and expenses arising out of the Deliverable Work governed herein. SELLER shall be responsible for flowing down services under the insurance requirements, as applicable, to any/all Subcontractors, Agreement between the City of Stamford and for obtaining Certificates of Insurance from eachthe Seller. All insurance required hereunder shall contain waivers of subrogation against the City of Stamford and its employees, agents and officers. The insurance required hereunder shall be primary for primary, not excess or contributory, of any claims arising out insurance maintained by or on behalf of the Deliverable Work governed herein Certificates City of InsuranceStamford. The Seller agrees to provide the Risk Manager for the City of Stamford with certified copies of all insurance policies of insurance required hereunder or certificates of insurance, evidencing whichever the Risk Manager deems appropriate, prior to commencement of services under this Agreement hereunder and throughout the full term of this Agreement until expiration or termination of this Agreement or change to any insurance coverage required hereunder. The insurance requirements of paragraph (1) have been metthe Agreement are an integral part of the Agreement. Any defect in the insurance program required in the Agreement may result in termination of the Agreement, shall be furnished to LOCKHEED XXXXXX before work commences under this contract. SELLER shall provide to LOCKHEED XXXXXX advance written notice of any material change in, non-renewal, or cancellation of said insurance as stipulated in accordance with policy provisions. In the event SELLER fails to furnish such certificates prior to the commencement of work, or fails to continually maintain such insurance throughout the duration of this contract LOCKHEED XXXXXX shall have the right to withhold any payment or partial payment required under this contract, and shall have the right to continue the withholding of same so long as SELLER fails to comply with the requirements of this clause.Agreement..

Seller’s Insurance. SELLER (a) It is understood and agreed that, for purposes of this Agreement, Excluded Liabilities shall maintain include any liability relating to the following Businesses to the extent, and only to the extent, of the coverage available under the Insurance Policies for losses occurring prior to the Closing Date (including as an Excluded Liability (i) any deductible or self-insurance retention relating to workers compensation insurance and (ii) any deductible relating to any accident or loss known to Seller at or prior to the Closing Date). (b) In order to assist Purchaser in determining which liabilities relating to the Assets or the Businesses may be covered under the Insurance Policies, Seller will provide to Purchaser a list of all Insurance Policies known to Seller to be applicable to the Covered Entities from 1980 to the present within 30 days of the Closing Date. Within 90 days of the Closing Date, Seller will provide to Purchaser copies of all Insurance Policies within its possession or control which formerly provided or currently provide coverage to any of the Covered Entities. (c) With respect to any liability relating to the Businesses which Purchaser believes in good faith is potentially covered under the Insurance Policies (and therefore an Excluded Liability), Purchaser shall provide prompt notice to Seller, and Seller shall provide prompt notice to all insurance companies under all potentially applicable Insurance Policies. Purchaser hereby agrees to cooperate and assist Seller as reasonably necessary with respect to presenting claims and securing recoveries under the Insurance Policies. Seller will pursue coverage under the Insurance Policies in good faith and will use its commercially reasonable efforts to maximize insurance recoveries under the Insurance Policies. In the event that Seller fails to meet its obligations under this Section 8.4(c) with respect to any Excluded Liability relating to the Businesses potentially covered under the Insurance Policies, Seller shall assign to Purchaser (to the extent assignable) all rights to pursue recoveries under the Insurance Policies for defense, indemnification, losses, damages, settlements or other payments or reimbursements of any kind with respect to such Liability. This Section 8.4(c) shall not be interpreted to require Seller to file or prosecute any legal action or suit under the Insurance Policies, and in the event that Seller elects not to so prosecute such action or suit for insurance recoveries, Purchaser may elect to pursue such action or suit at its own expense. (d) With respect to any claim as to which an insurer disputes its obligation under the Insurance Policies, Seller may settle its claim under the Insurance Policies with insurance companies the advice and consent of Purchaser. If Seller reaches a written letter of intent or agreement in principle to settle with an A.M. Best rating any insurers under the Insurance Policies as to a liability relating to the Businesses, Seller shall give Purchaser notice and copy of A-, VII such letter of intent or better agreement in principle and approved 20 days within which to do business in approve the state where contract performance occurs. Worker’s Compensation to meet the statutory liability limits settlement or take assignment of the State in which claim against such insurer. If Purchaser elects to take assignment of the work is claim against such insurer, the underlying liability relating to the Businesses shall thereafter be deemed to be performed and Employer’s an Assumed Liability in the amount of $1,000,000. Commercial General Liability to cover bodily injury and property damage including blanket contractual liability and products/completed operations liability in amounts not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Policy shall include coverage for XCU hazards. SELLER shall maintain products/completed operations liability coverage in force for three years subsequent to completion of work under this contract or for the duration of the warranty period, whichever is longer. Automobile Liability coverage Agreement (if applicable) to cover any vehicle operated by SELLER in the amount of no less than $1,000,000 per accident. LOCKHEED XXXXXX Corp. shall be named as an additional insured. Umbrella/Excess Liability in the amount of $25,000,000 per occurrence, following form. Architects and Engineers Professional Liability in a minimum amount of $5,000,000 per claim carried by either SELLER or its Subcontractors. Builder’s Risk coverage in the amount of $1,000,000 to cover the Deliverable Work. Coverage to be on an All Risks basis with no co-insurance. This policy is meant to cover LOCKHEED XXXXXX’x deductible rather than the completed value of the Deliverable Work. LOCKHEED XXXXXX Corporation, SELLER and all Subcontractors shall be included as additional insureds. If a separate policy is not issued, LOCKHEED XXXXXX Corporation’s interest in the specific location under construction must be noted under the blanket policy. SELLER shall not include any premium to insure such loss or damages exceeding the one million dollar ($1,000,000) loss threshold assumed by SELLER under Section 18 as a cost in this contract. Property, Transit and Marine Insurance to provide coverage for, but not limited to all property described in 18(b). above on an all risk basis. Any deductibles carried by SELLER under such insurance shall be borne by SELLER. As may be reasonably required by LOCKHEED XXXXXX, the above insurance limits may be increased and additional coverage may be required. This insurance shall extend to provide coverage for any Subcontractor used by SELLER for the Deliverable Work governed herein. SELLER shall be responsible for flowing down the insurance requirements, as applicable, to any/all Subcontractors, and for obtaining Certificates of Insurance from each. All insurance required hereunder shall be primary for any claims arising out of the Deliverable Work governed herein Certificates of Insurance, evidencing the requirements of paragraph (1) have been met, shall be furnished to LOCKHEED XXXXXX before work commences under this contract. SELLER shall provide to LOCKHEED XXXXXX advance written notice of any material change in, non-renewal, or cancellation of said insurance in accordance with policy provisions. In the event SELLER fails to furnish such certificates prior to the commencement extent not otherwise excluded hereunder) and Purchaser will be entitled to retain any recoveries it receives from its prosecution of work, or fails to continually maintain such insurance throughout the duration of this contract LOCKHEED XXXXXX shall have the right to withhold any payment or partial payment required under this contract, and shall have the right to continue the withholding of same so long as SELLER fails to comply with the requirements of this clauseclaim against such insurer.