Common use of 9Insurance Clause in Contracts

9Insurance. You will make sure that You are adequately insured for all business You or Your employees undertake in relation to this Agreement. The obligation to insure will continue for a minimum of SIX (6) years following the termination of this Agreement. 8TERMINATION This Agreement will continue until terminated in accordance with the following clauses. We may suspend the authorities conferred on You by this Agreement forthwith if You or Your Representatives: Breach any Applicable Laws; Commit any serious or persistent breach of any of the provisions of this Agreement or any our Policy and Procedures with which We from time to time require You to comply. The suspension may operate until the breaches are remedied. If You do not remedy the breach within 7 Business Days of receipt of notification or the breach is not capable of being remedied, We may terminate this Agreement forthwith. You must notify Us immediately upon the occurrence of any of the following: You are in breach of any of Your obligations or duties contained in this Agreement; an order is made by any competent court or a resolution is passed by You for Your winding up or dissolution (except for the purposes of amalgamation and reconstruction not involving or arising out of insolvency) or You enter into voluntary administration or You, being a natural person, is declared bankrupt; a provisional liquidator, trustee or receiver has been appointed of the whole or any part of the assets, rights or revenue of Yours; You propose or enter into a moratorium, composition or other arrangement for the suspension of debts or for the benefit of Your creditors generally or proceedings being commenced in relation to You under any law, regulation or procedure relating to the suspension, reconstruction or readjustment of debts; You become an associate of an insurer as referred to in Section 38 of the Insurance (Agents and ▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ or any similar provision in The Act. Upon notification of any of the above occurrences by You to Us, or if We will become aware of any such occurrences, then We will give to You written notice of the immediate termination of this Agreement. This Agreement will terminate immediately should We no longer hold an AFS Licence and We will notify You immediately of such an event. We may terminate this Agreement if We reasonably consider that You are acting in a manner which is unprofessional, unethical or likely to harm our professional standing or the Insurers, by Us giving You 7 days notice in writing. Either party may terminate this Agreement by giving the other party three month’s notice in writing, or both parties may agree to a shorter period of notice. On termination of this Agreement, You cease to be authorised to act for Us and must: return the Authority, all forms of identification and all other material obtained from or through association with Us including all promotional material and computer software to Us within Two (2) business days of termination. and advise all of Your Representatives in writing that this Agreement has been terminated within Two (2) business days of termination. You (or Your nominee) will own the right to service the Clients and the Portfolio after termination of this Agreement. We must give You (or Your nominee) within Two (2) Business Days all hard copy and copies of all soft copy records relating to the Portfolio in our possession or control. We may retain copies of records which We are required to keep for legal or taxation purposes. If requested by You, We must forward a letter in a form approved by You to Clients, informing them of the new arrangements. We will not directly or indirectly for the period after termination set out in Schedule A (the Restraint Period), in any capacity whatsoever, solicit insurance business from or provide insurance services to any person who was a Client serviced by You at any time during the 2 year period immediately prior to termination. If this restriction is found by a court to be unenforceable, but would be enforceable if modified, the restriction applies with the modification required to make it valid and enforceable. We acknowledge that the restriction is reasonably necessary for Your protection and Your goodwill and that We will have received adequate consideration for the restraint obligations imposed on Us by this clause. Upon termination of this Agreement, We will, upon Your request, transfer Our rights in relation to clients introduced to us by You during the term of this Agreement, as long as: The person to whom We transfer servicing rights is permitted under applicable laws to service those clients; You do not owe Us any money under this Agreement; and You forward a letter to clients, in a form approved by Us, informing them of the new servicing arrangements. You must at all times during and for a period of at least six (6) years after termination of this Agreement maintain the Client Files and make such Client files available for inspection by Us (or Our nominee). 9MISCELLANEOUS

9Insurance. You will make sure that You are adequately insured for all business You (i) The Company shall purchase and maintain, or Your employees undertake cause to be purchased and maintained: (a) while the Indemnitee remains a director of the Company or a director and/or officer of, or remains in relation to this Agreement. The obligation to insure will continue a similar capacity with, any Other Entity, and (b) for a minimum period of SIX seven (67) years following after the termination Indemnitee ceases to be a director of this Agreementthe Company or a director of, or ceases to act in a similar capacity with, any Other Entity, as the case may be, directors’ and officers’ liability insurance for the benefit of the Indemnitee (which, in the circumstances of 0 hereof, may be in the form of a non-cancellable seven (7) year director and officer run-off policy) containing such customary terms and conditions and in such amounts as are available to the Company on reasonable commercial terms, having regard to the nature and size of the business and operations of the Company or the Other Entity, as the case may be, from time to time, and as are acceptable to the Indemnitee. 8TERMINATION This Agreement The insurance for the benefit of the Indemnitee in respect of any Eligible Proceeding which may be taken against the Indemnitee after the Indemnitee ceases to be a director of the Company or, a director of, or ceases to act in a similar capacity with, any Other Entity as the case may be, shall provide coverage on terms at least as favourable to the Indemnitee as would have been the case had the Eligible Proceeding commenced during the period during which the Indemnitee was a director of the Company, or a director of, or acted in a similar capacity with, an Other Entity, as the case may be. (ii) Upon receipt by the Company of a notice from the Indemnitee pursuant to 0 hereof, the Company will continue until terminated promptly give notice to the insurer(s) under the insurance maintained by it and comply with all procedures and guidelines of the insurer(s) to ensure coverage of the Indemnitee under such insurance, and thereafter take all necessary or desirable Eligible Proceeding to cause the insurer(s) to pay, to or on behalf of the Indemnitee, all amounts payable as a result of or in connection with such Eligible Proceeding in accordance with the following clausesterms of such insurance. We may suspend the authorities conferred on You by this Agreement forthwith if You or Your Representatives: Breach any Applicable Laws; Commit any serious or persistent breach of any The foregoing obligation of the provisions of this Agreement or Company to give such notice is in addition to any our Policy and Procedures with which We from time to time require You to comply. The suspension may operate until the breaches are remedied. If You do not remedy the breach within 7 Business Days of receipt of notification or the breach is not capable of being remedied, We may terminate this Agreement forthwith. You must notify Us immediately upon the occurrence of any notice obligation of the following: You are in breach of any of Your obligations or duties contained in this Agreement; an order is made by any competent court or a resolution is passed by You for Your winding up or dissolution (except for Company arising under the purposes of amalgamation and reconstruction not involving or arising out of insolvency) or You enter into voluntary administration or You, being a natural person, is declared bankrupt; a provisional liquidator, trustee or receiver has been appointed of the whole or any part of the assets, rights or revenue of Yours; You propose or enter into a moratorium, composition or other arrangement for the suspension of debts or for the benefit of Your creditors generally or proceedings being commenced in relation to You under any law, regulation or procedure relating to the suspension, reconstruction or readjustment of debts; You become an associate of an insurer as referred to in Section 38 of the Insurance (Agents and ▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ or any similar provision in The Act. Upon notification of any of the above occurrences by You to Us, or if We will become aware terms of any such occurrencesinsurance. (iii) In the event the Company is unable to fund the purchase of extended insurance coverage by reason of its insolvency or bankruptcy, then We the Indemnitee will give be given reasonable notice regarding the Company’s inability to You written notice fund such purchase together with an identification of the immediate termination additional premium that would be required to exercise the extended reporting period coverage option of this Agreement. This Agreement the relevant insurance policies. (iv) In the event that an Eligible Proceeding is brought in which the Indemnitee is named as party or in respect of which the Indemnitee may be entitled to receive payments or benefits under any insurance maintained by the Company, the Company will terminate immediately should We no longer hold an AFS Licence and We will notify You immediately promptly pay, if permitted by applicable law, the insurance deductible applicable under any policies providing coverage to the Indemnitee. (v) During the period when the Indemnitee serves as a director of such an event. We may terminate this Agreement if We reasonably consider that You are acting the Company or a director of, or in a manner which is unprofessionalsimilar capacity with, unethical or likely to harm our professional standing or the Insurersan Other Entity, by Us giving You 7 days notice in writing. Either party may terminate this Agreement by giving the other party three month’s notice in writing, or both parties may agree to a shorter period of notice. On termination of this Agreement, You cease to be authorised to act for Us and must: return the Authority, all forms of identification and all other material obtained from or through association with Us including all promotional material and computer software to Us within Two (2) business days of termination. and advise all of Your Representatives in writing that this Agreement has been terminated within Two (2) business days of termination. You (or Your nominee) will own the right to service the Clients and the Portfolio after termination of this Agreement. We must give You (or Your nominee) within Two (2) Business Days all hard copy and copies of all soft copy records relating to the Portfolio in our possession or control. We may retain copies of records which We are required to keep for legal or taxation purposes. If requested by You, We must forward a letter in a form approved by You to Clients, informing them of the new arrangements. We will not directly or indirectly for the period after termination set out in Schedule A (the Restraint Period), in any capacity whatsoever, solicit insurance business from or provide insurance services to any person who was a Client serviced by You at any time during the 2 year period immediately prior to termination. If this restriction is found by a court to be unenforceable, but would be enforceable if modified, the restriction applies with the modification required to make it valid and enforceable. We acknowledge that the restriction is reasonably necessary for Your protection and Your goodwill and that We will have received adequate consideration for the restraint obligations imposed on Us by this clause. Upon termination of this Agreement, We will, upon Your request, transfer Our rights in relation to clients introduced to us by You during the term of this Agreement, as long as: The person to whom We transfer servicing rights is permitted under applicable laws to service those clients; You do not owe Us any money under this Agreement; and You forward a letter to clients, in a form approved by Us, informing them of the new servicing arrangements. You must at all times during and for a period of seven (7) years thereafter, the Company will promptly notify the Indemnitee if (a) any of the Company’s insurance policies lapses, is cancelled, as a result of insolvency or bankruptcy of the Company or any other person or otherwise, is not renewed or any provision thereof relating to the extent or nature of the coverage provided thereunder is amended, changed or modified in any material respect, or (b) any insurer informs the Company that all or part of any Eligible Proceeding is not covered by any of such policies. (vi) If the Company reasonably anticipates that: (a) the Company may become insolvent or otherwise unable to pay its liabilities as they become due (an “Insolvency Situation”) and that, as a result of such Insolvency Situation, the Indemnitee may in the future not have the benefit of directors’ and officers’ liability insurance or (b) the Company will likely be involved in a transaction that will result in an actual change of control of the Company (a “Change of Control”), the Company will purchase and fund for the Indemnitee a non-cancellable seven (7) year director and officer run-off policy that provides coverage for the Indemnitee that is at least six as favourable as the coverage provided by the insurance that the Company purchased and maintained for the benefit of the Indemnitee immediately prior to the time such run-off policy is purchased. Such run-off insurance coverage will be made effective upon the occurrence of an Insolvency Situation or Change of Control, as the case may be. (6vii) years after termination of The indemnity provided for in this Agreement maintain is separate and independent of any directors’ and officers’ liability insurance policies maintained by the Client Files Company and make is not in any way limited to the amount of insurance provided under such Client files available for inspection by Us (or Our nominee). 9MISCELLANEOUSpolicies.