Insurance Indemnity Clause Samples

Insurance Indemnity. (a) Purchaser will cause the Surviving Corporation to purchase a six year pre-paid noncancellable directors and officers insurance policy covering the current and all former directors, officers and similar persons of the Company and its Subsidiaries, with respect to acts or failures to act prior to the Effective Time, in a single aggregate amount over the six-year period immediately following the Closing Date equal to the policy limit for the Company's current directors and officers insurance policy as of the date hereof (the "Current Policy"). If such insurance is obtainable at an annual cost per -------------- covered year not in excess of 200% of the annual premium paid by the Company for the Current Policy (the "Cap"), then Purchaser will cause the Surviving --- Corporation to purchase policies providing (or Purchaser will modify its existing policies to provide for) at least the same coverage as the Current Policy and containing terms and conditions no less advantageous to the current and former directors, officers and similar persons of the Company and its Subsidiaries than the Current Policy with respect to acts or failures to act prior to the Effective Time; provided, however, that Purchaser and the Surviving -------- ------- Corporation shall not be required to obtain policies providing such coverage except to the extent that such coverage can be provided at an annual cost of no greater than the Cap; and, if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Purchaser or the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. (b) Purchaser shall cause the Surviving Corporation to keep in effect in its bylaws provisions for a period of not less than six years from the Effective Time (or, in the case of matters occurring prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved) that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers and directors of the Company and its Subsidiaries to the fullest extent permitted by the DGCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enhance the rights of past or present officers and direct...

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. ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by statute; Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined single limit for bodily injury and property damage covering all vehicles, including hired vehicles, owned and non-owned vehicles; Commercial General Liability insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability insurance of $1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which ENGINEER is legally liable. If flying an Unmanned Aerial System (UAS or drone), ENGINEER will procure and maintain aircraft unmanned aerial systems insurance of $1,000,000 per occurrence. OWNER shall be made an additional insured on Commercial General and Automobile Liability insurance policies and certificates of insurance will be furnished to the OWNER. ENGINEER agrees to indemnify OWNER for third party personal injury and property damage claims to the extent caused by ENGINEER's negligent acts, errors or omissions. However, neither Party to this Agreement shall be liable to the other Party for any special, incidental, indirect, or consequential damages (including but not limited to loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; cost of capital; and/or fines or penalties), loss of profits or revenue arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to any such damages caused by the negligence, errors or omissions, strict liability or breach of contract. The employees of both parties are intended third party beneficiaries of this waiver of consequential damages.

Insurance Indemnity. Tenant shall at all times during the Term with respect to each Facility carry and maintain with respect to the Demised Premises of such Facility and the Personal Property and operations thereon: (a) Business interruption insurance, naming Tenant, Landlord and Landlord’s designated mortgagee as insureds sufficient to pay the rent and Tenant’s other obligations specifically agreed to be paid hereunder for a period of not less than six (6) months or twelve (12) months, if required by Landlord’s mortgagee. (b) Fire and hazard insurance, naming Tenant, Landlord and Landlord’s designated mortgagee as insureds on all buildings and improvements on the Premises insured in the amount of the full replacement cost of the Premises and the Personal Property and deductibles not to exceed $10,000, provided that the hazards that are covered shall be reasonably acceptable to Landlord and Tenant based on availability and cost. The proceeds shall be utilized by Landlord for the restoration of improvements in the event such restoration is required hereunder. If no restoration is required, the proceeds shall belong to the Landlord. (c) Broad Form Comprehensive General Liability Insurance in an amount of not less than $5,000,000 (or such higher amount as Landlord’s lender shall from time to time reasonably require) combined single limit for bodily injury (including death resulting therefrom) and third-party property damage; such insurance shall include premises liability insurance, blanket contractual liability insurance and personal injury liability insurance; such requirement may be satisfied by layering of comprehensive general liability, umbrella and excess liability policies, but in no event shall the primary comprehensive general liability policy be written for an amount less than $1,000,000 (or such higher amount as Landlord’s lender shall from time to time reasonably require) combined single limit and $2,000,000 annual aggregate (or such higher amount as Landlord’s lender shall from time to time reasonably require) for bodily injury (including death resulting therefrom and third-party property damage). (d) The insurance policies herein mentioned shall provide thirty (30) days notice of cancellation to all parties named therein as insured. (e) Any provision in this Lease to the contrary notwithstanding, each party, to the extent it is permitted to do so by the terms and provisions of any of the above policies, hereby waives any and all rights to recover from the other, it...

Insurance Indemnity. 6.1 County Obligations 6.2 Lessor Obligations 6.3 Mutual Obligations

Insurance Indemnity. (a) Tenant covenants and agrees that from and after the date of delivery of the premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and expense and in the amounts specified and in the form hereinafter provided, the following types of insurance:

Insurance Indemnity. (a) From and after the Effective Time, Univision will indemnify, defend and hold harmless to the fullest extent that HBC would have been permitted under applicable law each person who is now, or has been at any time before the date of this Agreement, an officer or director of HBC (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including reasonable 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 before the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (1) any Indemnified Party wishing to claim indemnification must promptly notify Univision thereof; (2) Univision must pay the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Univision, 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; (3) Univision will cooperate in the defense of any such matter; provided that Univision will not be liable for any settlement effected without its written consent and provided, further, that Univision 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 reasonably satisfactory to Univision, two or more of such Indemnified Parties have conflicting interests in the outcome of such action; (4) Univision will obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of any third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the reasonable opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition; (5) Univision wi...

Insurance Indemnity. 16.1 The NZOC will arrange travel and public liability insurance for all members of the Team, a summary of which will be provided to you by the NZOC as soon as practicable. 16.2 You understand and acknowledge that: (a) the NZOC release and indemnify you from any actions, proceedings, claims and damages (including all legal costs) which may be taken or made against you or incurred or become payable by you arising out of any breach by the NZOC of the terms of this Agreement or otherwise arising from any unlawful, reckless, criminal or negligent acts or omissions by the NZOC. The NZOC (which for the purposes of this clause includes its members, officers, staff, Team Support, coaches and members of the Team) will not itself be liable to you for any loss, damage or injury of any kind to you or your property arising from, or in connection with, any act or omission of any person (including the NZOC) unless it arises as a direct result of a deliberate and wrongful act or omission by the NZOC; and (b) you release and indemnify the NZOC from any actions, proceedings, claims and damages (including all legal costs) which may be taken or made against the NZOC or incurred or become payable by the NZOC arising out of any breach by you of the terms of this Agreement or otherwise arising from any unlawful, reckless, criminal or negligent acts or omissions by you. You will not be liable to the NZOC for any loss or damage of any kind to the NZOC or its property arising from, or in connection with, any act or omission of any person unless it arises as a direct result of a deliberate and wrongful act or omission by you.

Insurance Indemnity a. The Grantee shall maintain throughout the term of the Franchise insurance in amounts at least as follows: