Certain Insurance Policies. The insurance policies relating to the Purchased Assets or the operation of the Business set forth in Section 1.1.5 of the Disclosure Letter (the “Assumed Insurance”), which Section shall be updated by Seller and Buyer no later than two (2) business days prior to the Bid Deadline (as defined in the Bidding Procedures Order), except any recoveries or refunds thereunder with respect to actions or occurrences prior to the Closing Date.
Certain Insurance Policies. The parties acknowledge that Joxxx Xxxxxx xas made claims with regard to Losses arising from the operations of JR Land Company and its predecessors under certain insurance policies (the "Insurance Policies") under which certain Razore Shareholders, Companies, Subsidiaries and other entities not involved in the transactions contemplated by this Agreement are named insureds. The parties covenant and agree that notwithstanding the Mergers, Joxxx Xxxxxx, for so long as he fulfills his indemnification obligation under Article IX hereof, may continue to make claims under and receive proceeds from any such Insurance Policy with respect to any Losses arising from the operations of JR Land Company and its predecessors, up to the full value of such Insurance Policies; provided, however, that in no event shall the Companies' and Subsidiaries' right to make claims unrelated to JR Land Company under the Insurance Policies be limited. Notwithstanding any other provision of this Agreement, Joxxx Xxxxxx xhall have the sole right to conduct the prosecution of any such claims.
Certain Insurance Policies. Call America will use its best efforts to transfer on or before the Closing Date, at no cost to Call America, the life insurance policies for the benefit of the Sellers set forth on Schedule 3.14(1), provided however, that each Seller to whom such a policy is transferred shall be responsible for the payment of premiums and all other costs and expenses relating to such insurance policy after the Closing Date.
Certain Insurance Policies. To the extent that, __________________________ after the Closing, any Company or any Subsidiary of any Company experiences any loss arising out of any event occurring prior to the Closing, which loss is covered by any insurance policy maintained by Seller or any of its Affiliates for the benefit of any Company or any Subsidiary of any Company, Seller will use its best efforts to assist the Companies and their Subsidiaries in pursuing a claim under such policy and shall remit to the Companies or their Subsidiaries any proceeds received by Seller or its Affiliates pursuant to such policy (it being understood that Seller has no obligation to provide or pay for insurance coverage for any of the Companies or their Subsidiaries after the Closing).
Certain Insurance Policies. The Company shall, and the Buyer shall cause the Company to, maintain pre-paid “tail” policies providing directors’ and officers’ liability insurance, employment practices liability insurance, and fiduciary liability insurance (the “Tail Policies”) covering the Persons who are presently covered by such insurance policies (copies of which have heretofore been made available to Buyer), with respect to actions and omissions occurring prior to the Closing Date, providing coverage, policy limits and deductibles from insurance carriers with the same or better credit ratings as the Company’s current insurance carrier with respect to such insurance and not less favorable to the Company or the Persons covered thereby than provided by such insurance in effect on the date of this Agreement. The Tail Policies shall be maintained for a period six (6) years after the Closing Date with respect to directors’ and officers’ liability insurance and for a period of three (3) years after the Closing Date as to the other insurance policies referenced above.
Certain Insurance Policies. The Board of Managers is authorized to cause the Company to acquire policies of insurance, insuring the Members, Board Members, officers, employees and agents of the Company and any subsidiary against liabilities in connection with the business of the Company and its subsidiaries and insuring the Company and its subsidiaries against liabilities with respect to any indemnification it is legally required or permitted to provide pursuant to Section 4.8.
Certain Insurance Policies. At Closing, Seller will transfer the split- -------------------------- dollar life insurance policies currently maintained by Seller on four of its employees to such employees. Buyer will reimburse Seller or otherwise as Buyer and Seller may agree, an amount equal to the aggregate amount of premiums payable under such policies until they become self-funding, grossed up using a method agreed upon between Buyer and Seller for any income taxes payable by such employees as a result of such transfer, such amount to be determined and paid at Closing.
Certain Insurance Policies. 60 SECTION 4.33 Title Insurance Commitment. . . . . .. . . . 60 ARTICLE 5 CONDITIONS. . . . . . . . . . . . . . . . . . . . . .60 SECTION 5.1 Lender's Conditions . . . . . . . . . . . . .60 ARTICLE 6
Certain Insurance Policies. If, for any reason, on or before September 28, 1998, (a) Borrower is unable to obtain a continuation, extension or equivalent replacement of each of the two (2) insurance policies issued by Aurora National Life Assurance Company and identified as Policy Nos. C 11634064L and C 11640005L (the "Aurora Policies") for a term extending until at least one (1) month after the Maturity Date, or (b) Borrower is able to do so, but (i) the first (1st) aggregate annual premiums for the Aurora Policies due for coverage after November 27, 1998 will exceed One Hundred Twenty Five Thousand Four Hundred and Seventy Two Dollars ($125,472) (the "Threshold Renewal Premium") and (ii) the average annual increase to such Threshold Renewal Premium for the remainder of the term of the New Hancock Loan will exceed Seventeen Thousand Five Dollars ($17,000), Xorrower shall so notify Lender in writing on or before September 30, 1998, whereupon the following shall occur: (1) Borrower shall elect, by written notice to Lender delivered on or before October 30, 1998, either (A) (in lieu of obtaining a continuation, extension or equivalent replacement of the Aurora Policies) to pay to the Lender on November 27, 1998 a cash amount equal to the Threshold Renewal Premium, and on each subsequent November 27 thereafter a cash amount equal to the amounts set forth in Schedule 4.32 hereto, or (B) to procure a continuation, extension or equivalent replacement of the Aurora Policies for such aggregate face amount as may be obtainable for the annual amounts otherwise payable by Borrower under (A) above. If, for any reason, Borrower fails to issue the written notice of election required under this subsection (1), Borrower shall be deemed to have elected the choice described in clause (1)(A) above. (2) Borrower shall cause Aurora National Life Assurance Company (or any successor thereto) to pay directly to Lender any and all cash surrender value payable under the Aurora Policies upon any expiration or termination thereof. Provided that no Default or Event of Default has occurred and is continuing, Lender shall credit all payments received by Lender pursuant to this Section 4.32 against the principal due on the New Hancock Loan in the inverse order of maturity thereof (with no xxxxxxulation of the principal amortization schedule).
Certain Insurance Policies. That certain disability insurance policy -------------------------- described in Schedule 4.8(a) of the Disclosure Schedule shall be terminated prior to the Closing. That certain disability insurance policy ("Disability Policy") described in Schedule 4.8(b) of the Disclosure Schedule shall remain in full force and effect at A-ABC's expense through December 31, 1997; at such time, if Parent does not have a disability policy in place, the Disability Policy shall remain in full force and effect at A-ABC's expense until such policy is replaced by Parent. That certain life insurance policy described in Schedule 4.8(c) of the Disclosure Schedule shall be purchased by I. Xxxxx Xxxx prior to the Closing from A-ABC for the cash value of such policy on the date such policy is purchased and such cash shall be excluded from Current Assets.
