Insurance Indemnity a) From and after the Effective Time, Holding Company shall indemnify, defend and hold harmless to the fullest extent that CRA or OSI would have been permitted under applicable law each person who is now, or has been at any time prior to the date hereof, an officer or director of CRA or OSI (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or prior to the Effective Time. In the event of any such claim, action, suit, proceeding, or investigation (an "Action"), (i) any Indemnified Party wishing to claim indemnification shall promptly notify Holding Company thereof, (ii) Holding Company shall pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Holding Company, in advance of the final disposition of any such Action to the full extent permitted by applicable law, upon receipt of any undertaking required by applicable law, and (iii) Holding Company will cooperate in the defense of any such matter; provided, however, that Holding Company shall not be liable for any settlement effected without its written consent and provided, further, that Holding Company shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. (b) Holding Company shall keep in effect, and shall cause the surviving corporation of the CRA Merger to keep in effect, provisions in its Articles or Certificate of Incorporation or Organization and Bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted under applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' rights of exculpation and indemnification. (c) For a period of six years after the Effective T...
Insurance Indemnity. Executive shall be covered by the Company’s directors’ and officers’ liability insurance policy, and errors and omissions coverage, to the extent such coverage is generally provided by the Company to its directors and officers and to the fullest extent permitted by such insurance policies. Nothing herein is or shall be deemed to be a representation by the Company that it provides, or a promise by the Company to obtain, maintain or continue, any liability insurance coverage whatsoever for its executives. In addition, the Company shall enter into its standard indemnity agreement by which Company commits to indemnify a Company officer in connection with claims, suits or proceedings arising as a result of Executive’ service to the Company.
Insurance Indemnity. Tenant agrees to indemnify, defend and hold harmless Landlord from any liability for damages to any person or property in, on or about the Premises from any cause whatsoever; excepting the Landlord’s acts of negligence or default, and Tenant will procure and keep in effect during the term hereof public liability and property damages insurance naming Landlord as an additional insured in the sum of one million and 00/100 ($1,000,000.00) Dollars Combined Single Limit for injury or death to any person and for property damage, covering all claims for injuries to persons occurring on and around the Premises. The insurance afforded by this policy shall apply to the Landlord as an additional insured, but only with respect to personal injury and property damage liability arising out of the Tenant’s use of the Premises and then only to the extent of the Tenant’s obligations under this Lease. Tenant additionally agrees to cover all risks of construction during the period Tenant’s improvements are being constructed by Tenant unless arising out of Landlord’s acts of negligence or default.All insurance required of Tenant shall be placed with an insurance company authorized to issue property and casualty insurance in the State of Michigan and having a Best rating of “A, Class XII” or better. Such insurance shall name Landlord and its mortgagee, if any, as additional insureds and mortgagee pursuant to a standard non- contributory mortgagee clause, each requiring at least ten (10) days prior written notice to Landlord and mortgagee of cancellation, and shall also contain a provision exempting Landlord from any loss of coverage as an additional insured due to the acts of Tenant.The insurance afforded by this policy shall apply to the Landlord as an additional insured, but only with respect to personal injury and property damage liability arising out of the Tenant’s use of the Premises and only to the extent of the Tenant’s obligations under this Lease. Tenant shall provide Landlord with a certificate of the insurance on or before the Effective Date. Tenant shall provide Landlord with copies of renewal certificates of the insurance showing premiums fully prepaid for the current year at least thirty (30) days prior to the expiration of the policy. If Tenant changes insurance companies or the form of the policy, Tenant shall promptly supply Landlord with a copy of the new certificate.If Tenant fails to obtain the required insurance, Landlord may, but shall not be obligated to,...
Insurance Indemnity a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors or officers of the Company or each of its Subsidiaries as provided in their respective articles of incorporation or bylaws (or comparable organizational documents) will be assumed by Parent and Parent will be directly responsible for such indemnification, without further action, as of the Effective Time and will continue in full force and effect in accordance with their respective terms. In addition, from and after the Effective Time, directors and officers of the Company who become or remain directors or officers of Parent or the Surviving Corporation will be entitled to the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) of Parent. Notwithstanding any other provision hereof, the provisions of this Section 5.8 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (b) Parent will, and will cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time policies of directors' and officers' liability insurance equivalent in all material respects to those maintained by or on behalf of the Company and its Subsidiaries on the date hereof (and having at least the same coverage and containing terms and conditions which are no less advantageous to the Persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time, provided, however, that if the aggregate annual premiums for such insurance at any time during such period exceed 200% of the per annum rate of premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Parent will cause the Surviving Corporation to, and the Surviving Corporation will, provide the maximum coverage that is then available at an annual premium equal to 200% of such rate.
Insurance Indemnity. Tenant shall cause the insurance policies required to be maintained pursuant to Article 14 above to contain specific coverage for any Claims arising from or in connection with dogs brought into the Premises, the Project or the Parking Garage by Tenant Parties, and Tenant shall provide Landlord with satisfactory evidence of such coverage within one (1) business day after request. Without limiting the provisions of Article 16 above, Tenant hereby agrees to protect, defend, indemnify and hold Landlord and the other Indemnitees, and each of them, harmless from and against any and all Claims arising from or connected in any way with dogs brought into the Premises, the Project or the Parking Garage by Tenant Parties (except, with respect to any Indemnitee, to the extent caused by the gross negligence or willful misconduct of such Indemnitee and not covered by the insurance required to be carried by Tenant under this Lease or except to the extent such limitation on liability is prohibited by Applicable Laws), including (a) any violation of Applicable Laws, (b) any personal injuries or property damage and (c) any maintenance or repair costs. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.
Insurance Indemnity. 8.2 Liability Insurance.
Insurance Indemnity. 8.1 Payment of Premiums. The cost of the premiums for the insurance policies maintained by Lessor under this Paragraph 8 shall be a Common Area Operating Expense pursuant to Paragraph 4.2 hereof. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be pro-rated to coincide with the corresponding Commencement Date or Expiration Date. 8.2 Liability Insurance.
Insurance Indemnity. It is understood and agreed that Tenant shall be obliged to pay for insurance coverage, including property casualty and public liability insurance, with respect to the Premises, as specified in Paragraph 5(1) above. In case such insurance coverage is deemed inadequate by Landlord at any time in its reasonable discretion, Tenant shall be obliged to provide insurance coverage pursuant to the following Paragraphs 10.1 through 10.4.
Insurance Indemnity. 8.1 PAYMENT FOR INSURANCE. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor within ten (10) days following receipt of an invoice. 8.2 LIABILITY INSURANCE.
Insurance Indemnity. 8.1 [deleted] 8.2 Liability Insurance.