Amounts of Insurance. Comprehensive General Liability $10,000,000 per location ------------------------------- Including - Premises - Operations Products/Completed Operations Contractual Personal Injury Liquor Liability/Dram Shop (if applicable) Elevators and Escalators Automotive Liability $10,000,000 ------------------- Owned Vehicles Non-Owned Vehicles Uninsured Motorist where Required by Statute Automobile Physical Damage (Optional) -------------------------- Comprehensive Collision (To Value if insured) Workers' Compensation Statutory -------------------- Employer's Liability $1,000,000 ------------------- Fidelity (Employee Dishonesty) As required -------- Money and Securities As required -------------------- All insurance coverages provided for under this Exhibit "D" shall be effected by policies issued by insurance companies (i) that are authorized to do business in the state in which the Hotel is located; and (ii) that are of good reputation and of sound and adequate financial responsibility, having a Bests Rating of B+ VI, or better, or a comparable rating if Bests ceases to publish its ratings or materially changes its rating standards or procedures. Manager shall deliver to Owner duly executed certificates of insurance with respect to all of the policies of insurance procured, including existing, additional and renewal policies. Each policy of insurance maintained in accordance with this Exhibit "D," to the extent obtainable, shall specify that such policies shall not be cancelled or materially changed without at least thirty (30) days' prior written notice to Owner and Manager. Except as otherwise provided in the Agreement, Manager and Owner each waives, releases and discharges the other from all claims or demands which each may have or acquire against the other, or against each other's subsidiaries, affiliates, directors, officers, agents, employees, independent contractors or partners, with respect to any claims for any losses, damages, liabilities or expenses (including attorneys' fees) incurred or sustained by either of them on account of injury to persons or damage to property or business arising out of the ownership, management, operation and maintenance of the Hotel, regardless whether any such claim or demand may arise because of the fault of negligence of the other party or its subsidiaries, affiliates, officers, employees, directors, agents or independent contractors. Each policy of insurance maintained in accordance with this Exhibit "D" shall contain a specific waiver of subrogation reflecting the above with respect to insured claims. All policies of insurance provided for under this Exhibit "D" shall be carried in the name of the Manager. Owner's interest and that of any other applicable party will be included in the coverage by an additional insured endorsement. All such policies of insurance shall be written on an "occurrence" basis, with no per location aggregate limitation. Either Manager or Owner, by notice to the other, shall have the right to require that the minimum amount of insurance to be maintained with respect to the Hotel under this Exhibit "D" be increased to make such insurance comparable with prudent industry standards and to reflect increases in liability exposures, taking into account the size and location of the Hotel. Owner hereby authorizes Manager to utilize the services of and/or place the insurance set forth in this Exhibit "D" with (i) any subsidiary or affiliated company of Promus Hotels, Inc. in the insurance business as Manager deems appropriate; or (ii) a third party insurance carrier meeting the specifications set forth above. EXHIBIT "E" INSURANCE --------- In accordance with Section 4.01(iii), Owner agrees, at its expense, to procure and maintain the following insurance coverages, as reasonably adjusted from time to time, throughout the Term of this Agreement:
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Amounts of Insurance. Comprehensive General Liability $10,000,000 per location ------------------------------- Including - Premises - Operations Products/Completed Operations Contractual Personal Injury Liquor Liability/Dram Shop (if applicable) Elevators and Escalators Automotive Liability $10,000,000 ------------------- Owned Vehicles Non-Owned Vehicles Uninsured Motorist where Required by Statute Automobile Physical Damage (Optional) -------------------------- Comprehensive Collision (To Value if insured) Workers' Compensation Statutory -------------------- --------------------- Employer's Liability $1,000,000 ------------------- -------------------- Fidelity (Employee Dishonesty) As required -------- Money and Securities As required -------------------- All insurance coverages provided for under this Exhibit "D" shall be effected by policies issued by insurance companies (i) that are authorized to do business in the state in which the Hotel is located; and (ii) that are of good reputation and of sound and adequate financial responsibility, having a Bests Rating of B+ VI, or better, or a comparable rating if Bests ceases to publish its ratings or materially changes its rating standards or procedures. Manager shall deliver to Owner duly executed certificates of insurance with respect to all of the policies of insurance procured, including existing, additional and renewal policies. Each policy of insurance maintained in accordance with this Exhibit "D," to the extent obtainable, shall specify that such policies shall not be cancelled or materially changed without at least thirty (30) days' prior written notice to Owner and Manager. Except as otherwise provided in the Agreement, Manager and Owner each waives, releases and discharges the other from all claims or demands which each may have or acquire against the other, or against each other's subsidiaries, affiliates, directors, officers, agents, employees, independent contractors or partners, with respect to any claims for any losses, damages, liabilities or expenses (including attorneys' fees) incurred or sustained by either of them on account of injury to persons or damage to property or business arising out of the ownership, management, operation and maintenance of the Hotel, regardless whether any such claim or demand may arise because of the fault of negligence of the other party or its subsidiaries, affiliates, officers, employees, directors, agents or independent contractors. Each policy of insurance maintained in accordance with this Exhibit "D" shall contain a specific waiver of subrogation reflecting the above with respect to insured claims. All policies of insurance provided for under this Exhibit "D" shall be carried in the name of the Manager. Owner's interest and that of any other applicable party will be included in the coverage by an additional insured endorsement. All such policies of insurance shall be written on an "occurrence" basis, with no per location aggregate limitation. Either Manager or Owner, by notice to the other, shall have the right to require that the minimum amount of insurance to be maintained with respect to the Hotel under this Exhibit "D" be increased to make such insurance comparable with prudent industry standards and to reflect increases in liability exposures, taking into account the size and location of the Hotel. Owner hereby authorizes Manager to utilize the services of and/or place the insurance set forth in this Exhibit "D" with (i) any subsidiary or affiliated company of Promus Hotels, Inc. in the insurance business as Manager deems appropriate; or (ii) a third party insurance carrier meeting the specifications set forth above. EXHIBIT "E" INSURANCE --------- In accordance with Section 4.01(iii), Owner agrees, at its expense, to procure and maintain the following insurance coverages, as reasonably adjusted from time to time, throughout the Term of this Agreement:
Appears in 1 contract
Amounts of Insurance. Comprehensive General Liability $10,000,000 per location ------------------------------- Including - Premises - Operations Products/Completed Operations Contractual Personal Injury Liquor Liability/Dram Shop (if applicable) Elevators and Escalators Automotive Liability $10,000,000 ------------------- Owned Vehicles At Lessee's Option: Workers Compensation ----------------------------------------- Insurance or Qualified Non-Owned Vehicles Uninsured Motorist where Required by Statute Automobile Physical Damage Subscriber Statutory or ------------------------------------- $1,000,000 Employee Injury Benefit Program (Optional$200,000 deductible) -------------------------- Comprehensive Collision (To Value if insured) Workers' Compensation Statutory -------------------- ------------------------------- Employer's Liability $1,000,000 ------------------- -------------------- (Policy limits may be obtained by purchasing an Umbrella Policy) Fidelity (Employee Dishonesty) As required $1,000,000 -------- Money and Securities As required Minimum of $50,000 Loss Inside/ -------------------- $50,000 Loss Outside Hotel Operations Errors & Omissions $1,000,000 ----------------------------------- Guest Property on Premises $5,000 per Claim -------------------------- Guest Property in Safes $100,000 ----------------------- All insurance coverages provided for under this Exhibit "DC" shall be effected by policies issued by insurance companies (i) that are authorized to do business in the state in which the Hotel is located; and (ii) that are of good reputation and of sound and adequate financial responsibility, having a Bests Best Rating of B+ VIA-IX, or better, or a comparable rating if Bests Best ceases to publish its ratings or materially changes its rating standards or procedures. Manager shall deliver to Owner Lessee and the Partnership duly executed certificates of insurance with respect to all of the policies of insurance procured, including existing, additional and renewal policies. Each policy of insurance maintained in accordance with this Exhibit "D," C", to the extent obtainable, shall specify that such policies shall not be cancelled canceled or materially changed without at least thirty (30) days' prior written notice to Owner Lessee, Manager and Managerthe Partnership, except for cancellation due to non-payment of premium which shall require ten (10) days' prior written notice to Lessee, Manager and the Partnership. Except as otherwise provided in the Agreement, Manager and Owner Lessee each waives, releases and discharges the other other, but only to the extent of collectible insurance proceeds, from all claims or demands which each may have or acquire against the other, other or against each the other's subsidiaries, affiliates, directors, officers, agents, employees, independent contractors or partners, with respect to any claims for any losses, damages, liabilities or expenses (including attorneys' fees) incurred or sustained by either of them on account of injury to persons or damage to property or business arising out of the ownership, management, operation and maintenance of the Hotel, regardless whether any such claim or demand may arise because of the fault or negligence of the other party or its subsidiaries, affiliates, officers, employees, directors, agents, partners or independent contractors. Each policy of insurance maintained in accordance with this Exhibit "C" shall contain a specific waiver of subrogation reflecting the above. All policies of insurance provided for under this Exhibit "C" shall be carried in the name of the Manager. The Partnership shall be named as an additional insured. Lessee's interest and that of any other applicable party to the extent obtainable will be included in the coverage by an additional insured endorsement. Coverage afforded on behalf of the Lessee will be primary and will name the Lessee and such other parties as Lessee shall specify as additional insureds. Manager will also waive rights of subrogation against Lessee with respect to Workers Compensation coverage. All such policies of insurance shall be written on an "occurrence" basis, with no per location aggregate limitation. Either Manager, the Partnership or Lessee, by notice to the other, shall have the right to require that the minimum amount of insurance to be maintained with respect to the Hotel under this Exhibit "C" be increased to make such insurance comparable with prudent industry standards and to reflect increases in liability exposures, taking into account the size and location of the Hotel. EXHIBIT "D" ----------- INSURANCE --------- In accordance with and subject to the provisions of Section 2.1(o), Manager shall procure the insurance coverages (or operate the insurance programs) hereinafter set forth and ensure that they are in full force and effect on the Effective Date and that they remain in full force and effect throughout the Term of this Agreement. All cost(s) and expense(s) incurred by Manager in procuring the following insurance coverages (or operating the insurance programs) shall be Ownership Costs and shall be paid from the Hotel Accounts: Coverages: Amounts of Insurance: Builders Risk Completed value of the Hotel ------------- All risk for term of the initial and any Waiver of Co-Insurance subsequent Hotel construction and Subject to Policy Exclusions renovation. Real and Personal Property 100% replacement value of -------------------------- building and contents Blanket Coverage Replacement Cost - all risk Waiver of Co-Insurance Boiler Machinery - written on a Subject to Policy Exclusions comprehensive form Business Interruption Calculated yearly based on --------------------- estimated Hotel revenues. Blanket Coverage for the perils insured against under Real and Personal Property in this Exhibit "D". This coverage shall specifically cover Manager's loss of applicable management fees. The business interruption insurance shall be for a twelve (12) month indemnity period. Lessee's Protective Liability $1,000,000 ----------------------------- All risks from construction and renovation occurring prior to the Effective Date and all risks from Hotel construction and renovation projects costing more than $250,000 occurring after the Effective Date Comprehensive General Liability* $10,000,000 -------------------------------- per location Including - Premises - Operations Products/Completed Operations Contractual Personal Injury Liquor Liability/Dram Shop (if applicable) Elevators and Escalators Valet Parking Away from Premises Automobile Liability* $5,000,000 --------------------- Owned Vehicles Non-Owned Vehicles Uninsured Motorist where required by statute Garagekeepers Automobile Physical Damage (Optional) ------------------------------------- Comprehensive (To value if insured) Collision (*General Liability and Auto Liability limits may be obtained by purchasing an Umbrella Policy.) All insurance coverages provided for under this Exhibit "D" shall be effected by policies issued by insurance companies (i) that are authorized to do business in the state in which the Hotel is located; and (ii) that are of good reputation and of sound and adequate financial responsibility, having a Best Rating of A-IX, or better, or a comparable rating if Best ceases to publish its ratings or materially changes its rating standards or procedures. Manager shall deliver to Lessee and the Partnership duplicate copies of either insurance policies or certificates of insurance (at Lessee's option) with respect to all of the policies of insurance procured, including existing, additional and renewal policies, and in the case of insurance nearing expiration, shall deliver duplicate copies of the insurance policies or certificates of insurance with respect to the renewal policies to Lessee and the Partnership not less than thirty (30) days prior to the respective dates of expiration. Each policy of insurance maintained in accordance with this Exhibit "D", to the extent obtainable, shall specify that such policies shall not be canceled or materially changed without at least thirty (30) days' prior written notice to Lessee, the Partnership and Manager. Except as otherwise provided in the Agreement, Manager and Lessee each waives, releases and discharges the other, but only to the extent of collectible insurance proceeds, from all claims or demands which each may have or acquire against the other, or against the other's subsidiaries, affiliates, directors, officers, agents, employees, independent contractors or partners, with respect to any claims for any losses, damages, liabilities or expenses (including attorneys' fees) incurred or sustained by either of them on account of injury to persons or damage to property or business arising out of the ownership, management, operation and maintenance of the Hotel, regardless whether any such claim or demand may arise because of the fault or negligence of the other party or its subsidiaries, affiliates, officers, employees, directors, agents or independent contractors. Each policy of insurance maintained in accordance with this Exhibit "D" shall contain a specific waiver of subrogation reflecting the above with respect to insured claimsabove. All policies of insurance provided for under this Exhibit "D" shall be carried in the name of the Partnership and Manager, and losses thereunder shall be payable to the parties as their respective interests may appear. Owner's interest All liability policies shall name the Lessee and that any of any other applicable party its affiliated or subsidiary companies which it may specify, and their respective directors, officers, agents, employees and partners as additional named insureds. Manager will be included in the coverage by an additional insured endorsementalso waive rights of subrogation against Lessee with respect to Workers Compensation coverage. All such policies of insurance shall be written on an "occurrence" basis, with no per location aggregate limitation. Either Manager Manager, the Partnership or OwnerLessee, by notice to the other, shall have the right to require that the minimum amount of insurance to be maintained with respect to the Hotel under this Exhibit "D" be increased to make such insurance comparable with prudent industry standards and to reflect increases in liability exposures, taking into account the size and location of the Hotel. Owner hereby authorizes Manager to utilize EXHIBIT D [FORM OF EXCHANGE RIGHTS AGREEMENT] EXCHANGE RIGHTS AGREEMENT THIS EXCHANGE RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 31, 1996, is entered into by and among American General Hospitality Corporation, a Maryland corporation (the services of and/or place "COMPANY"), American General Hospitality Operating Partnership, L.P., a Delaware limited partnership (the insurance "OPERATING PARTNERSHIP"), and the Persons whose names are set forth in this on Exhibit "D" with A attached hereto (i) any subsidiary or affiliated company of Promus Hotels, Inc. in the insurance business as Manager deems appropriate; or (ii) a third party insurance carrier meeting the specifications set forth above. EXHIBIT "E" INSURANCE it --------- In accordance with Section 4.01(iii), Owner agrees, at its expense, to procure and maintain the following insurance coverages, as reasonably adjusted may be amended from time to time, throughout the Term of this Agreement:).
Appears in 1 contract
Samples: Registration Rights Agreement (American General Hospitality Corp)
Amounts of Insurance. Comprehensive General Liability $10,000,000 per location ------------------------------- Including - Premises - Operations Products/Completed Operations Contractual Personal Injury Liquor Liability/Dram Shop (if applicable) Elevators and Escalators Automotive Liability $10,000,000 ------------------- Owned Vehicles Non-Owned Vehicles Uninsured Motorist where Required by Statute Automobile Physical Damage (Optional) -------------------------- Comprehensive Collision (To Value if insured) Collision Workers' Compensation Statutory -------------------- --------------------- Employer's Liability $1,000,000 ------------------- -------------------- Fidelity (Employee Dishonesty) As required -------- Money and Securities As required -------------------- All insurance coverages provided for under this Exhibit "D" shall be effected by policies issued by insurance companies (i) that are authorized to do business in the state in which the Hotel is located; and (ii) that are of good reputation and of sound and adequate financial responsibility, having a Bests Rating of B+ VI, or better, or a comparable rating if Bests ceases to publish its ratings or materially changes its rating standards or procedures. Manager shall deliver to Owner duly executed certificates of insurance with respect to all of the policies of insurance procured, including existing, additional and renewal policies. Each policy of insurance maintained in accordance with this Exhibit "D," to the extent obtainable, shall specify that such policies shall not be cancelled or materially changed without at least thirty (30) days' prior written notice to Owner and Manager. Except as otherwise provided in the Agreement, Manager and Owner each waives, releases and discharges the other from all claims or demands which each may have or acquire against the other, or against each other's subsidiaries, affiliates, directors, officers, agents, employees, independent contractors or partners, with respect to any claims for any losses, damages, liabilities or expenses (including attorneys' fees) incurred or sustained by either of them on account of injury to persons or damage to property or business arising out of the ownership, management, operation and maintenance of the Hotel, regardless whether any such claim or demand may arise because of the fault of negligence of the other party or its subsidiaries, affiliates, officers, employees, directors, agents or independent contractors. Each policy of insurance maintained in accordance with this Exhibit "D" shall contain a specific waiver of subrogation reflecting the above with respect to insured claims. All policies of insurance provided for under this Exhibit "D" shall be carried in the name of the Manager. Owner's interest and that of any other applicable party will be included in the coverage by an additional insured endorsement. All such policies of insurance shall be written on an "occurrence" basis, with no per location aggregate limitation. Either Manager or Owner, by notice to the other, shall have the right to require that the minimum amount of insurance to be maintained with respect to the Hotel under this Exhibit "D" be increased to make such insurance comparable with prudent industry standards and to reflect increases in liability exposures, taking into account the size and location of the Hotel. Owner hereby authorizes Manager to utilize the services of and/or place the insurance set forth in this Exhibit "D" with (i) any subsidiary or affiliated company of Promus Hotels, Inc. in the insurance business as Manager deems appropriate; or (ii) a third party insurance carrier meeting the specifications set forth above. EXHIBIT "E" INSURANCE --------- In accordance with Section 4.01(iii), Owner agrees, at its expense, to procure and maintain the following insurance coverages, as reasonably adjusted from time to time, throughout the Term of this Agreement:
Appears in 1 contract
Amounts of Insurance. Comprehensive General Builders Risk Completed value of the Hotel All risk for term of the initial and any subsequent Hotel construction and renovation. Real and Personal Property 100% replacement value of building and contents Blanket Coverage Replacement Cost - all risk Boiler Machinery - written on a comprehensive form Business Interruption Calculated yearly based on estimated Hotel revenues Blanket Coverage for the perils insured against under Real and Personal Property in this Exhibit "E". This coverage shall specifically cover Manager's loss of Management Fees. The business interruption insurance shall be for a twelve (12) month indemnity period. Owner's Protective Liability $10,000,000 per location ------------------------------- Including - Premises - Operations Products/Completed Operations Contractual Personal Injury Liquor Liability/Dram Shop (if applicable) Elevators All risks from construction and Escalators Automotive Liability renovation occurring prior to the Opening Date and all risks from Hotel construction and renovation projects costing more than $10,000,000 ------------------- Owned Vehicles Non-Owned Vehicles Uninsured Motorist where Required by Statute Automobile Physical Damage (Optional) -------------------------- Comprehensive Collision (To Value if insured) Workers' Compensation Statutory -------------------- Employer's Liability $1,000,000 ------------------- Fidelity (Employee Dishonesty) As required -------- Money and Securities As required -------------------- 250,000 occurring after the Opening Date. All insurance coverages provided for under this Exhibit "DE" shall be effected by policies issued by insurance companies (i) that are authorized to do business in the state in which the Hotel is located; and (ii) that are of good reputation and of sound and adequate financial responsibility, having a Bests Rating of B+ VI, or better, or a comparable rating if Bests ceases to publish its ratings or materially changes its rating standards or procedures. Manager Owner shall deliver to Owner duly executed Manager duplicate copies of either insurance policies or certificates of insurance (at Manager's option) with respect to all of the policies of insurance procured, including existing, additional and renewal policies, and in the case of insurance nearing expiration, shall deliver duplicate copies of the insurance policies or certificates of insurance with respect to the renewal policies to Manager not less than thirty (30) days prior to the respective dates of expiration. Each policy of insurance maintained in accordance with this Exhibit "DE," to the extent obtainable, shall specify that such policies shall not be cancelled or materially changed without at least thirty (30) days' prior written notice to Owner and Manager. Except as otherwise provided in the this Agreement, Manager and Owner each waives, releases and discharges the other from all claims or demands which each may have or acquire against the other, or against each other's subsidiaries, affiliates, directors, officers, agents, employees, independent contractors or partners, with respect to any claims for any losses, damages, liabilities or expenses (including attorneys' fees) incurred or sustained by either of them on account of injury to persons or damage to property or business arising out of the ownership, management, operation and maintenance of the Hotel, regardless whether any such claim or demand may arise because of the fault of negligence of the other party or its subsidiaries, affiliates, officers, employees, directors, agents or independent contractors. Each policy of insurance maintained in accordance with this Exhibit "DE" shall contain a specific waiver of subrogation reflecting the above with respect to insured claims. All policies of insurance provided for under this Exhibit "DE" shall be carried in the name of the Owner and Manager, and losses thereunder shall be payable to the parties as their respective interests may appear. Owner's interest All liability policies shall name the Owner and that Manager, and in each case any of any other applicable party will be included in the coverage by an their affiliated or subsidiary companies which they may specify, and their respective directors, officers, agents, employees and partners as additional insured endorsementnamed insureds. All such policies of insurance shall be written on an "occurrence" basis, with no per location aggregate limitation. Either Manager or Owner, by notice to the other, shall have the right to require that the minimum amount of insurance to be maintained with respect to the Hotel under this Exhibit "DE" be increased to make such insurance comparable with prudent industry standards and to reflect increases in liability exposures, taking into account the size and location of the Hotel. Owner hereby authorizes Manager to utilize the services of and/or place the insurance set forth in this Exhibit "D" with (i) any subsidiary or affiliated company of Promus Hotels, Inc. in the insurance business as Manager deems appropriate; or (ii) a third party insurance carrier meeting the specifications set forth above. EXHIBIT "E" INSURANCE --------- In accordance with Section 4.01(iii), Owner agrees, at its expense, to procure and maintain the following insurance coverages, as reasonably adjusted from time to time, throughout the Term of this Agreement:.
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