TITLE & RISK OF LOSS AND INSURANCEU ntil you exercise your Purchase Option: (a) title to Equipment will remain with Xerox; (b) Equipment will remain personal property; (c) you will not attach the Equipment as a fixture to any real estate;
TITLE & RISK OF LOSS AND INSURANCEU Sample Clauses
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Risk of Loss and Insurance SELLERS shall bear the risk of loss or damage to the Property prior to closing or possession, whichever first occurs. SELLERS agree to maintain existing insurance and BUYERS may purchase additional insurance. In the event of substantial damage or destruction prior to closing, this Agreement shall be null and void; provided, however, BUYERS shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages. The property shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before the closing date.
Risk of Loss; Insurance a) The State shall not be liable to Contractor for any risk of Deliverable loss or damage while Deliverable is in transit, or while in the Department’s possession, except when such loss or damage is due directly to the Department’s negligence or intentional misconduct. Nothing in this Section is intended nor shall it be construed, in any manner, as waiving or compromising the sovereign immunity of the State. b) Throughout the Term, Contractor shall maintain, at Contractor’s sole cost and expense, a policy or policies of commercial general liability insurance, including contractual liability coverage, in an amount not less than $1,000,000.00 for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property, in any one accident or occurrence, and, subject to that limit per accident, a total (or aggregate) limit of $2,000,000.00 per occurrence for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property per policy period. Such insurance policy or policies shall name the State and State’s officials, agents and employees as additional insureds. Contractor shall provide the State a certificate of insurance evidencing the above coverage upon written request on an annual basis and shall not begin performance of the Services until such a certificate has been provided to DAS and, if requested, the Department. c) During the Term, and for a period of three (3) years thereafter, the Contractor shall carry Professional Liability Insurance in the amount of $1,000,000 per Claim and Annual Aggregate. Contractor shall provide the State a certificate of insurance evidencing such Professional Liability Insurance coverage upon written request on an annual basis and shall not begin Performance of the Services until such a certificate has been provided to the Department. d) All insurance with the exception of the professional liability insurance required under (c) above must be written on an occurrence basis as opposed to “claims made” basis.
Insurance; Risk of Loss (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.
Insurance and Risk of Loss Debtors shall at all times bear all risk of loss, damage to or destruction of the Collateral. Debtors agree to procure forthwith and maintain insurance on the Inventory, for the full insurable value thereof and for the life of this Agreement, in the form of Fire Insurance with Extended Coverage or Combined Additional Coverage, as appropriate, and Collision, Theft and/or Vandalism and Malicious Mischief Coverage when appropriate, plus such other insurance as Secured Party may specify from time to time, all in form and amount and with insurers satisfactory to Secured Party. Debtors agree to deliver promptly to Secured Party certificates, or if requested, policies of insurance satisfactory to Secured Party, each with a standard long-form loss-payable endorsement naming Secured Party or assigns as loss-payee as their interests may appear. Each policy shall provide that Secured Party’s interest therein will not be invalidated by the acts, omissions or neglect of anyone other than Secured Party, and will contain insurer’s agreement to give 30 days prior written notice to Secured Party before the cancellation of or any material change in the policy will be effective as to Secured Party, whether such cancellation or change is at the direction of Debtors or insurer. Secured Party’s acceptance of policies in lesser amounts or risks will not be a waiver of a Debtor’s foregoing obligation. Debtors assign to Secured Party all proceeds of such insurance, including returned and unearned premiums, not to exceed the sum of all amounts payable pursuant hereto. Debtors direct all insurers to pay such proceeds directly to Secured Party.
Title; Risk of Loss Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables.
RISK AND INSURANCE 15.1 Throughout the Term, the Company will maintain an insurance policy covering the usual insurable risks of accidental loss or damage to Client Grain during the provision of the Services. 15.2 The Company bears the risk of accidental loss or damage to Client Grain to the extent covered by insurance policies taken out by the Company. 15.3 The Client bears the risk of all loss or damage events to their Grain which are not covered by the Company’s insurance policies (or where coverage for a specific claim is refused by the Company’s insurer) which commonly includes, without limitation, the risk of flood, inherent vice and contamination. 15.4 The Client must, for the entire period that Client Grain is stored at a Facility, keep Client Grain insured against the risks it bears pursuant to clause 15.3. 15.5 The Client must, and must cause any person entering a Facility for or on behalf of the Client, to hold: (a) public liability insurance with coverage of $20 million per event and in aggregate, (b) workers’ compensation insurance required by law, and (c) comprehensive motor vehicle insurance. 15.6 The Company shall, upon request of the Client, provide details of insurance policies taken out by the Company under clause 15.1.
PROPERTY AND RISK 5.3.1 Unless otherwise agreed in writing, the Equipment and/or Leased Equipment shall at all times remain the property of Digital Origin or, if provided by a Service Provider, that Service Provider. 5.3.2 The Equipment and/or Leased Equipment shall be at the Client’s risk from the moment of Delivery or deemed Delivery (as described in condition 5.1.4) whether or not property in the Equipment and/or Leased Equipment has passed or payment or part payment made, and thereafter the Client shall be responsible for insuring the Equipment and/or Leased Equipment for its full replacement value. 5.3.3 Notwithstanding Delivery and the passing of risk, the property and the legal and beneficial title in the Leased Equipment supplied under the Contract shall not pass to the Client until the end of the Minimum Term, at which point Digital Origin shall have the discretion whether to transfer full title to the Leased Equipment to the Client or not. Until Digital Origin has received in cash or cleared funds payment in full for the Leased Equipment and Installation Services (where applicable) and all other equipment and/or services agreed to be sold by Digital Origin to the Client for which payment is then due, title shall not transfer to the Client. For the avoidance of doubt, the property and the legal and beneficial title in the Switching Equipment shall not pass to the Client in any circumstances. 5.3.4 Until such time as the property in the Equipment and/or Leased Equipment has passed to the Client, the Client shall hold such Equipment and/or Leased Equipment as Digital Origin’s fiduciary agent and bailee, and keep such Equipment and/or Leased Equipment properly stored, protected and insured and identified as being Digital Origin’s property until title passes. Until such time as the property in the Equipment and/or Leased Equipment passes to the Client, Digital Origin shall be entitled at any time to require the Client (at the Client’s cost) to deliver up the Equipment and/or Leased Equipment to Digital Origin to its nominated location and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Equipment and/or Leased Equipment is stored and repossess such Equipment and/or Leased Equipment. 5.3.5 Title to the Equipment will pass to the Client once Digital Origin has received in cash or cleared funds payment in full for the Equipment and Installation Services (where applicable). 5.3.6 The Client shall not, without the written consent of Digital Origin, be entitled to pledge or in any way charge by way of security for intedbtedness, or alter or modify, any Equipment and/or Leased Equipment which remains the property of Digital Origin or any Equipment and/or Leased Equipment supplied by Digital Origin which remains the property of any other organisation, but if the Client does so all monies owing by the Client to Digital Origin shall (without prejudice to any right or remedy of Digital Origin) forthwith become due and payable. The Client shall ensure that any Equipment and/or Leased Equipment provided by Digital Origin which remains the property of Digital Origin or any Equipment and/or Leased Equipment provided by Digital Origin which remains the property of any other organisation shall remain identifiable and shall be kept free from any loss, damage, and/or deterioration and insured against all risks for its full reinstatement value. 5.3.7 The Client grants Digital Origin, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment and/or Leased Equipment is or may be stored in order to inspect it, or, where the Client’s right to possession has terminated, to recover it. Digital Origin will ensure that any such employee, agent or other person in possession of Equipment and/or Leased Equipment will return the same to Digital Origin. 5.3.8 Promptly after expiry or earlier termination of any Contract or this Agreement, the Client will use its reasonable endeavours to provide Digital Origin and Service Providers with access to the Equipment and/or Leased Equipment and all reasonable assistance in the removal of the same. 5.3.9 The Client shall: 5.3.9.1 ensure that the Equipment and/or Leased Equipment is used only for the purposes of the Services; 5.3.9.2 not connect any other equipment to the Equipment and/or Leased Equipment except as expressly authorised in writing by Digital Origin; 5.3.9.3 not tamper with or remove any label on any Equipment and/or Leased Equipment; 5.3.9.4 not (and procure that the Users do not) open, disconnect, repair, maintain, modify or remove the Equipment and/or Leased Equipment; and 5.3.9.5 permit Digital Origin and/or any Service Provider to modify, change, add or replace the Equipment and/or Leased Equipment or any part of the Equipment and/or Leased Equipment. 5.3.10 The Client is responsible for, and will, subject to condition 12, indemnify Digital Origin in respect of all Losses that Digital Origin incurs as a result of any loss of or damage to the Equipment and/or Leased Equipment caused by the Client other than where the damage or loss has been caused as a result of the Client acting in accordance with instructions issued by Digital Origin.
Bonding and Insurance All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.
Maintenance of Physical Damage Insurance Policies The Servicer shall, in accordance with its customary servicing procedures and underwriting standards, require that each Obligor shall have obtained physical damage insurance covering each Financed Vehicle as of the origination of the related Receivable.
All Risk Property Insurance (i) During construction, an All Risk Property insurance policy including earthquake and flood (with sublimits as appropriate) shall be maintained during the course of Work being performed and include Start-up and testing for installed equipment and delayed opening coverage. Such policy shall include coverage for materials and equipment while under the care, custody and control of the Seller during the course of Work, at the Site, offsite or while in transit to the Site.
