Common use of Seller’s Insurance Clause in Contracts

Seller’s Insurance. (a) It is understood and agreed that, for purposes of this Agreement, Excluded Liabilities shall include any liability relating to the 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 the advice and consent of Purchaser. If Seller reaches a written letter of intent or agreement in principle to settle with any insurers under the Insurance Policies as to a liability relating to the Businesses, Seller shall give Purchaser notice and copy of such letter of intent or agreement in principle and 20 days within which to approve the settlement or take assignment of the claim against such insurer. If Purchaser elects to take assignment of the claim against such insurer, the underlying liability relating to the Businesses shall thereafter be deemed to be an Assumed Liability under this Agreement (to the extent not otherwise excluded hereunder) and Purchaser will be entitled to retain any recoveries it receives from its prosecution of such claim against such insurer.

Seller’s Insurance. (a1) It is understood and agreed that, for purposes of this Agreement, Excluded Liabilities SELLER shall include any liability relating to maintain the 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-following 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, with insurance companies with an A.M. Best rating of A- or better and approved to do business in the state where contract performance occurs. (di) With respect 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 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 $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 to which an insurer disputes its obligation 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 Policiesto provide coverage for, Seller 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 settle its claim be reasonably required by LOCKHEED XXXXXX, the above insurance limits may be 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 (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 Insurance Policies 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 advice and consent requirements of Purchaser. If Seller reaches a written letter this clause. (5) Risk of intent loss or agreement in principle to settle damage shall remain with any insurers under the Insurance Policies as to a liability relating to the Businesses, Seller shall give Purchaser notice and copy of such letter of intent or agreement in principle and 20 days within which to approve the settlement or take assignment of the claim against such insurer. If Purchaser elects to take assignment of the claim against such insurer, the underlying liability relating to the Businesses shall thereafter be deemed to be an Assumed Liability under this Agreement (to the extent not otherwise excluded hereunder) and Purchaser will be entitled to retain any recoveries it receives from its prosecution of such claim against such insurerSELLER until final payment.

Seller’s Insurance. Seller shall maintain or ensure the following insurance policies and coverages are maintained during the Term of this Agreements: (1) Property and casualty insurance on the Systems for the replacement costs thereof, (2) Commercial General Liability Insurance equivalent to, as a minimum, Insurance Services Office form CG 00 01 04 13 or current equivalent. The City of Xxx Arbor shall be named as an additional insured. There shall be no added exclusions or limiting endorsements specifically for the following coverages: Products and Completed Operations, Explosion, Collapse and Underground coverage or Pollution. Further there shall be no added exclusions or limiting endorsements that diminish the Purchaser’s protections as an additional insured under the policy. The following minimum limits of liability are required: $1,000,000 Each occurrence as respect Bodily Injury Liability or Property Damage Liability, or both combined. $5,000,000 Per Project General Aggregate $1,000,000 Personal and Advertising Injury $2,000,000 Products and Completed Operations Aggregate (3) Worker's Compensation Insurance in accordance with all applicable state and federal statutes. Further, Employers Liability Coverage shall be obtained in the following minimum amounts: Bodily Injury by Accident - $500,000 each accident Bodily Injury by Disease - $500,000 each employee Bodily Injury by Disease - $500,000 each policy limit (4) Motor Vehicle Liability Insurance, including Michigan No-Fault Coverages, equivalent to, as a minimum, Insurance Services Office form CA 00 01 10 13 or current equivalent. Coverage shall include all owned vehicles, all non-owned vehicles and all hired vehicles. The City of Xxx Arbor shall be named as an additional insured. There shall be no added exclusions or limiting endorsements that diminish the Purchaser’s protections as an additional insured under the policy. Further, the limits of liability shall be $1,000,000 for each occurrence as respects Bodily Injury Liability or Property Damage Liability, or both combined. (5) Umbrella/Excess Liability Insurance shall be provided to apply excess of the Commercial General Liability, Employers Liability and the Motor Vehicle coverage enumerated above, for each occurrence and for aggregate in the amount of $2,000,000. Prior to commencement of any work under this Agreement, Seller shall provide to the Purchaser documentation satisfactory to the Purchaser, through Purchaser-approved means (currently myCOI), demonstrating it has obtained the required insurance policies, coverages and endorsements. The certificates of insurance endorsements and/or copies of policy language shall document that Seller satisfies the above requirements. Seller shall add xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx to its safe sender’s list so that it will receive necessary communication from myCOI. When requested, Seller shall provide the same documentation for its subcontractor(s) (if any). Seller’s commercial general liability and motor vehicle insurance shall be considered primary as respects any other valid or collectible insurance that Purchaser may possess, including any self-insured retentions Purchaser may have; and any other insurance Purchaser does possess shall be considered excess insurance only and shall not be required to contribute with this insurance. Further, Xxxxxx agrees to waive any right of recovery by its insurer against Purchaser for any insurance listed herein. Insurance companies and policy forms are subject to approval of the City Attorney, which approval shall not be unreasonably withheld. Documentation must provide and demonstrate an unconditional and unqualified 30-day written notice of cancellation in favor of the City of Xxx Arbor. Further, the documentation must explicitly state the following: (a) It is understood the policy number(s); name of insurance company(s); name and agreed thataddress of the agent(s) or authorized representative(s); name(s), for purposes email address(es), and address of insured; project name; policy expiration date; and specific coverage amounts; (b) any deductibles or self-insured retentions which may be approved by Purchaser, in its sole discretion; (c) that the policy conforms to the requirements specified Seller shall furnish Purchaser with satisfactory certificates of insurance and endorsements prior to commencement of any work. Upon request, Seller shall provide within 30 days a copy of the policy(ies) and all required endorsements to Purchaser. If any of the above insurance expires by their terms during the term of this Agreement, Excluded Liabilities Seller shall include any liability relating deliver proof of renewal and/or new policies and endorsements to the Businesses to the extent, and only to the extent, of the coverage available under the Insurance Policies for losses occurring Purchaser at least ten days prior to the Closing Date (including expiration date. Any Insurance provider of Seller shall be authorized to do business in the State of Michigan and shall carry and maintain a minimum rating assigned by A.M. Best & Company’s Key Rating Guide of “A-” Overall and a minimum Financial Size Category of “V”. Insurance policies and certificates issued by non-authorized insurance companies are not acceptable unless approved in writing by Purchaser. Purchaser reserves the right to require additional coverage and/or coverage amounts 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 included from time 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 time in the event that Seller elects not to so prosecute such action or suit Detailed Specifications for insurance recoveries, Purchaser may elect to pursue such action or suit at its own expensethe Project. (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 the advice and consent of Purchaser. If Seller reaches a written letter of intent or agreement in principle to settle with any insurers under the Insurance Policies as to a liability relating to the Businesses, Seller shall give Purchaser notice and copy of such letter of intent or agreement in principle and 20 days within which to approve the settlement or take assignment of the claim against such insurer. If Purchaser elects to take assignment of the claim against such insurer, the underlying liability relating to the Businesses shall thereafter be deemed to be an Assumed Liability under this Agreement (to the extent not otherwise excluded hereunder) and Purchaser will be entitled to retain any recoveries it receives from its prosecution of such claim against such insurer.

Seller’s Insurance. (a) It is understood Seller hereby agrees to maintain at its own expense comprehensive general liability, automobile liability, workers’ compensation, employer’s liability insurance, and agreed that, for purposes excess/umbrella insurance during the term of this Agreement in amounts determined to be sufficient by the City’s Risk Manager. The commercial general liability insurance policies shall contain minimum limits of liability of $1,000,000 combined single limit per occurrence for bodily injury and property damage 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, Excluded Liabilities products liability and completed 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 accident for bodily injury and property damage. This insurance shall include any coverage for all owned, non-owned and leased / rented vehicles. The automobile liability relating insurance shall designate the City of Stamford and its employees, agents, and officers as additional insureds. Seller shall also maintain during the full term of the Agreement or for the 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 state of Connecticut. Seller shall also maintain employer’s liability insurance, which contains minimum limits of liability of $500,000 for each accident, disease for each employee, and disease policy limit. Seller shall maintain Excess (umbrella) liability insurance in a minimum amount of $10,000,000 per occurrence and in the aggregate. This insurance shall 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 thirty (30) days prior written notice to the Businesses 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 extentearlier 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 only to its employees, agents and officers for any losses, damages and expenses arising out of the extentservices under the Agreement between the City of Stamford and the 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, not excess or contributory, of the coverage available under the Insurance Policies for losses occurring prior to the Closing Date (including as an Excluded Liability (i) any deductible insurance maintained by 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 on behalf of the Closing DateCity of Stamford. Within 90 days The Seller agrees to provide the Risk Manager for the City of the Closing Date, Seller will provide to Purchaser Stamford with certified copies of all Insurance Policies within its possession insurance policies of insurance required hereunder or control which formerly provided or currently provide coverage certificates of insurance, whichever the Risk Manager deems appropriate, prior to any commencement 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 the advice and consent of Purchaser. If Seller reaches a written letter of intent or agreement in principle to settle with any insurers under the Insurance Policies as to a liability relating to the Businesses, Seller shall give Purchaser notice and copy of such letter of intent or agreement in principle and 20 days within which to approve the settlement or take assignment of the claim against such insurer. If Purchaser elects to take assignment of the claim against such insurer, the underlying liability relating to the Businesses shall thereafter be deemed to be an Assumed Liability 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 the extent not otherwise excluded hereunder) and Purchaser will be entitled to retain any recoveries it receives from its prosecution Agreement are an integral part of such claim against such insurer.the Agreement. Any defect in the insurance program required in the Agreement may result in termination of the Agreement, as stipulated in the Agreement..