Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “[[Unknown Identifier]]” (or the equivalent) from Moody’s
Insurance. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that the Continuing Employees shall have the right to make claims under the insurance policies of the Target Entities to the extent such claims are based on facts, circumstances, occurrences, acts or omissions that first occurred prior to the Closing. Each Seller agrees to cooperate with Purchaser with respect to providing # prompt written notice of any claims asserted under any insurance policy in which a Target Entity is a named insured and # the necessary information, assistance and cooperation to Purchaser or any other Third Parties in connection with the defense of any such claims.
Insurance. Subtenant shall carry the insurance required under Section 8.2 of the Master Lease. Subtenant shall: notify landlord within 10 days following receipt of a cancellation notice as a result of nonpayment; maintain the agreed upon minimum insurance requirements throughout the lease term; and, to notify landlord if amount or type of insurance applicable to the premises is materially decreased.
Insurance. During the Term, each Party will procure and maintain insurance, including clinical trial liability and product liability insurance, with respect to its activities hereunder at all times during which any Product is being clinically tested in human subjects or commercially distributed or sold. It is understood that such insurance will not be construed to create a limit of either Partys liability with respect to its indemnification obligations under this Article 14. Each Party will provide the other with written evidence of such insurance upon request. Each Party will provide the other with written notice at least days prior to the cancellation, non-renewal or material change in such insurance or self-insurance which materially adversely affects the rights of the other Party hereunder.
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such 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 at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.
INSURANCE. LESSEE shall maintain at its expense a commercial general liability policy insuring LESSEE, LESSOR, and OWNER against all claims for personal injuries (including death) and/or property damage arising out of the use, control, condition, or occupancy of the premises, including any common areas, by LESSEE parties, including damage by fire or casualty, such policy to insure LESSEE, LESSOR, and OWNER against any claim up to $1,000,000 for each occurrence involving personal injuries (including death), and $1,000,000 for each occurrence involving property damage. This insurance shall be primary to and not contributory with any insurance carried by LESSOR, whose insurance shall be excess. LESSOR and OWNER shall be included in each such policy as additional insureds using ISO form CG 20 2611 85, ISO form CG 2011 01 96 (without exclusions), ISO form CG 20 11 04 13 (without exclusions), or some other form approved in writing by LESSOR, and each such policy shall be issued by a company or companies satisfactory to LESSOR Prior to occupancy, LESSEE shall deliver to LESSOR a copy of such policy, together with the declarations page and all applicable riders and endorsements, showing that such insurance is in force, and thereafter will deliver, prior to the expiration of any such policy, notice of renewal of same. In the event any such policy or coverage changes, a copy of the policy, declarations page, and all applicable riders and endorsements shall be delivered to LESSOR within 10 days of such change. No policy shall be cancelled without at least 10 days prior written notice to each insured. If LESSEE fails to deliver or maintain such insurance at any time during the term of this lease, LESSOR may, without further notice to LESSEE, elect to obtain such insurance, whereupon LESSEE shall pay LESSOR a reasonable charge for such insurance, plus LESSORS administrative expenses.
Insurance. At such time as Licensee or any of its sublicensees begins any Clinical Trial relating to Licensed Product, Licensee shall, at its own expense, procure and maintain policies of comprehensive general liability insurance (including without limitation product liability insurance) in the amount of . All such policies shall name Merck as an additional insured, and insurers will waive all rights of subrogation against Merck. Upon Mercks request, Licensee will promptly provide for itself and its sublicensees copies of certificates of insurance evidencing such coverages. Licensee shall notify Merck not less than days in advance of any material change or cancellation of any policy. Licensee shall continue to maintain such insurance in effect after the expiration or termination of this Agreement during any period in which Licensee or its sublicensee continues to make, have made, use, sell, offer to sell or import Licensed Product. If any insurance is on a claims made basis, Licensee will maintain such insurance for a period of not less than years after it has ceased all commercial sale, distribution or use of any Product.
Insurance. will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts, subject to such deductibles and self-insurance retentions, and covering such properties and risks as is consistent with sound business practice, and will furnish to any Lender upon reasonable request full information as to the insurance carried. shall deliver to the Administrative Agent endorsements # to all All Risk physical damage insurance policies on all of the Loan Parties tangible real and personal property and assets and business interruption insurance policies naming the Administrative Agent loss payee, and # to all general liability and other liability policies naming the Administrative Agent an additional insured. Notwithstanding the foregoing, no endorsements are required to be delivered hereunder prior to the date which is thirty (30) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto. In the event or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement. If at any time any Mortgaged Property is located in a designated special flood hazard area with respect to which flood insurance has been made available under applicable Flood Laws, the Loan Parties will # maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, and # provide within thirty (30) days (or such longer period as the Administrative Agent shall agree) evidence of such coverage as Administrative Agent may reasonably request, including, without limitation, # copies of any such flood insurance policies naming the Administrative Agent as loss payee and # the applicable Loan Partys application for a flood insurance policy plus proof of premium payment, in each case to the extent requested by the Administrative Agent.
Insurance. [Section 4.19] of the Company Disclosure Schedule sets forth, as of the Execution Date, a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by the Company or its Subsidiaries and relating to the assets, business, operations, employees, officers and directors of the Company and its Subsidiaries (collectively, the “Insurance Policies”) and the Company has made available to Purchaser true and complete copies of such Insurance Policies. Except as set forth on [Section 4.19] of the Company Disclosure Schedule, such Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the Transaction. Neither the Company nor any of its Subsidiaries has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company or its Subsidiaries. All such Insurance Policies # are valid and binding in accordance with their terms, # are provided by carriers who are financially solvent, and # have not been subject to any lapse in coverage. There are no material claims related to the business of the Company and its Subsidiaries pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Neither the Company nor any of its Subsidiaries is in material default under, and has not otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy.
Insurance. For the duration of this Order and for period of ten (10) years from the date of delivery of the goods or performance of the services, Seller shall maintain, through insurers with a minimum Best rating of A- VII or S&P A and licensed in the jurisdiction where goods are manufactured and/or sold and where services are performed, the following insurance: # Commercial General Liability, on an occurrence form, in the minimum amount of USD $5,000,000.00 per occurrence with coverage for: # bodily injury/property damage, including coverage for contractual liability insuring the liabilities assumed in this Order; # products/completed operations liability; and # all of the following types of coverages where applicable: # contractors protective liability; # collapse or structural injury; and/or # damage to underground utilities with all such coverages in this Section 12.2(a) applying on a primary basis, providing for cross liability, not being subject to any self-insured retention and being endorsed lo name General Electric Company, its Affiliates (defined in Section 2.2(c)), directors, officers, agents and employees (collectively, the GE Parties) as additional insureds; # Business Automobile Liability insurance covering al! owned, hired and non-owned vehicles used in the performance of the Order in the amount of USD $5,000,000.00 combined single limit each occurrence, endorsed to name the GE Parties as additional insureds; # Employers Liability in the amount of USD $5,000,000.00 each occurrence; # Property Insurance on an All-risk basis covering the full replacement cost value of all property owned, rented or leased by Seller in connection with this Order and covering damage to Buyers properly in Sellers care, custody and control, with such policy being endorsed to name Buyer as Loss Payee relative to its property in Sellers care, custody and control; and # appropriate Workers Compensation Insurance protecting Seller from al! claims under any applicable Workers Compensation and Occupational Disease Act. Seller shall obtain coverage similar to Workers compensation and Employers liability for each Seller employee performing work under this Order outside the U.S. All insurance specified in this Section shall be endorsed lo provide a waiver of subrogation in favor of Buyer, its Affiliates (defined in Section 2.2(c)) and its and their respective employees for ail losses and damages covered by the insurances required in this Section. The application and payment of any self-insured retention or deductible on any policy carried by Seller shall be the sole responsibility of Seller. Should Buyer be called upon to satisfy any self-insured retention or deductible under Sellers policies, Buyer may seek indemnification or reimbursement from Seller where allowable by law. Upon request by Buyer, Seller shall provide Buyer with a certificate(s) of insurance evidencing that the required minimum insurance is in effect. The certificate(s) of insurance shall reference that the required coverage extensions are included on the required policies and state that: General Electric Company, its subsidiaries, affiliates, directors, officers, agents and employees shall be named as additional insureds. Copies of endorsements evidencing the required additional insured status, waiver of subrogation provision and/or loss payee status shall be attached to the certificate(s) of insurance. Buyer shall have no obligation to examine such certificate(s) or to advise Seller in the event its insurance is not in compliance herewith. Acceptance of such certificate(s), which are not compliant with the stipulated coverages, shall in no way whatsoever imply that Buyer has waived its insurance requirements.
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