By the Insured. No Insured may assign, transfer, novate or dispose of any of, or any interest in its rights and/or obligations under this Guarantee except that, if the Policy pursuant to which such rights arise expressly permits such transfer and such transfer has been made on or prior to the date on which the Company became liable to make a payment to the Insured under that Policy, the Insured may transfer its rights under this Guarantee to the transferee of the Policy rights.

By the Insured. This policy may be cancelled by the Insured at any time, and with immediate effect, by providing written notice to the Insurer. Following such cancellation the Insurer will be entitled to retain a pro-rata proportion of the premium (subject to any adjustment required under the terms of this policy) for the time during which the policy has been in force. By the Insurer This policy may be cancelled by the Insurer at any time by providing written notice to the Insured at the address last known to them or to the Insured’s insurance broker or representative. The cancellation will take effect at 4pm on the 30th day after the written notice has been delivered or posted. Following such cancellation, the Insurer will refund to the Insured a pro-rata proportion of the premium, subject to any adjustment required by the terms of this policy. GC04 Currency Clause Where any sum insured, policy limit, excess or other amount is stated in the policy or Policy Schedule, the amount is in New Zealand Dollars (NZD) unless expressed as otherwise. GC05 Fraud If the Insured makes any claim with knowledge that it is false or fraudulent, all benefit under this policy in respect only of that claim will be forfeited. GC06 Goods and Services Tax (GST) Provided that Goods and Services Tax (GST) is recoverable by the Insurer, the sums insured (including any special limits) by this policy are exclusive of GST. The Insurer will pay a maximum of the sum insured plus additional GST for any accepted claim to a maximum of the current rate of GST applied to that sum insured. Policy excesses are inclusive of GST. GC07 In-House Subrogation Following any claim arising under this policy the Insurer waives any rights and / or remedies and / or any other relief to which the Insurer may become entitled by way of subrogation against the Insured or subsidiary or any named associated or affiliated company as specified in the Policy Schedule. GC08 Liquidation, Receivership, Cessation This policy shall become void, unless its continuance is admitted by memorandum signed by or on behalf of the Insurer, if:

By the Insured. The Named Insured has the right to cancel this policy:

By the Insured. The Named Insured or Insurance Representative may terminate: a. this Policy; b. a Coverage Section of this Policy;

By the Insured. In case of decrease in risk if the Insurer refuses to reduce the premium (Article 25 of the 25 June - 1992 Act on Non-Marine Insurance). - By both parties: - In case of the Insured's winding up by court decision (Article 33 of the 25 June 1992 Act on Non-Marine Insurance). - It is herewith reminded that in case of non- payment of the premium by the Insured within the period laid down in the schedule, the contract will ipso jure be terminated without further notification, the premium and the recovery costs remaining fully payable by the Insured.

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R&W Insurance Policy The Buyer has obtained the R&W Insurance Policy and shall pay when due all fees, premiums, and other costs and expenses in connection with the purchase and implementation of the R&W Insurance Policy. The Company and the Seller shall cooperate with the Buyer in connection with the arrangement and origination of the R&W Insurance Policy, including by facilitating the Buyer’s acquisition of a copy of the materials included in the electronic data room established by the Seller and the Company in connection with the transactions contemplated hereby. Buyer shall cause coverage under the R&W Insurance Policy to incept effective as of the signing date of this Agreement and, thereafter, to be issued promptly following the Closing in accordance with the terms of the binder thereof. Buyer shall cause the R&W Insurance Policy to remain in full force and effect, including by: (a) complying with the terms and conditions of the R&W Insurance Policy and (b) satisfying on a timely basis, all conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. During the term of the R&W Insurance Policy, Buyer shall cause the R&W Insurance Policy to explicitly provide for an irrevocable waiver by the insurer(s) that issued the R&W Insurance Policy of any and all rights of subrogation or contribution which such insurer(s) might have under the R&W Insurance Policy against Seller or any of their respective officers, managers, directors, employees or agents under this Agreement, except in the case of Fraud. From and after the signing date of this Agreement, except as may be agreed in writing by Seller, Buyer shall not amend the R&W Insurance Policy in any manner that expands the rights of subrogation or contribution which the insurer(s) that issued the R&W Insurance Policy have under the R&W Insurance Policy to any claims of Buyer against Seller, or any of their respective officers, managers, directors, employees or agents under this Agreement, which, for the avoidance of doubt, such anti-subrogation provisions shall not apply in the case of Fraud.
ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
Crime Insurance Contractor shall maintain during the term of the Contract Crime Insurance on a “loss sustained form” or “loss discovered form,” and coverage must include the following:  The policy must allow for reporting of circumstances or incidents that might give rise to future claims.  The policy must include an extended reporting period of no less than one (1) year with respect to events which occurred but were not reported during the term of the policy.  Any warranties required by the Contractor’s insurer as a result of this Contract must be disclosed and complied with. Said insurance shall extend coverage to include the principals (all directors, officers, agents and employees) of the Contractor as a result of this Contract.  The policy shall include coverage for third party fidelity and name “The People of the State of New York, the New York State Office of General Services, any entity authorized by law or regulation to use this Contract as an Authorized User and their officers, agents, and employees” as “Loss Payees” for all third party coverage secured. This requirement applies to both primary and excess liability policies, as applicable.  The policy shall not contain a condition requiring an arrest and conviction.  The policy shall include coverage for computer crime/fraud.
Insurance Report As soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Holdings and its Subsidiaries and all material insurance coverage planned to be maintained by Holdings and its Subsidiaries in the immediately succeeding Fiscal Year;
Insurance Policies Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.
Insurer The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.
Insurance Policy The Employer agrees to remit to the Union an amount to be applied toward the payment of a premium by the Union for an insurance policy which provides a defense attorney to represent all members of the bargaining unit when they are charged with a criminal act that results from events occurring while the bargaining unit member was acting in an official capacity. The maximum amount payable during the term of the Agreement shall be seven dollars ($7.00) per member per month.
Insurance Reports Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.
Other Insurance Policies No action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by Seller or by any officer, director, or employee of Seller or any designee of Seller or any corporation in which Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.
Title Insurance Policy In all cases, the Seller undertakes to remove any encumbrance that will materially interfere with the procurement of a title insurance policy or financing necessary for the purchase of the Property, whether the same is included in the above enumeration or not. Further, the Seller undertakes to, in good faith, cooperate with and assist the Buyer fully in obtaining a title insurance policy. The Seller shall be obligated to take all legal and reasonably necessary action in order to procure such title insurance policy but shall not incur any additional liability in relation thereto. If the title to the Property is not in a condition that is compliant with the above, if the Seller fails or refuses to comply with the Seller’s obligations under this section, or if the Parties are unable to obtain a title insurance policy, the Buyer may, in the Buyer’s sole discretion, accept the title as it is and proceed with the purchase under this Agreement, or terminate this Agreement and recover the Xxxxxxx Money, costs incurred in relation to this Agreement and .

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