Insurance Matters Clause Samples

Insurance Matters. (a) KAR and SpinCo agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall KAR, any other member of the KAR Group or any KAR Indemnitee have any Liability or obligation whatsoever to any member of the SpinCo Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the SpinCo Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the SpinCo Group, or arising out of facts, events or circumstances occurring, prior to the Effective Time, KAR will provide SpinCo with access to, and SpinCo may, upon ten (10) days’ prior written notice to KAR, make claims under, KAR’s third-party insurance policies in place immediately prior to the Effective Time and KAR’s historical third-party policies of insurance, but solely to the extent that such policies provided coverage for SpinCo Liabilities or Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time, in each case relating to, arising out of or resulting from the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities; provided that such access to, and the right to make claims under, such insurance policies shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions, loss reimbursements and other fees and expenses, and any retrospectively rated or other premium adjustments, resulting from such losses, damages or Liability. Any deductible, loss reimbursement, other fee or expense, or retrospectively rated or other premium adjustment, resulting from such losses, damages or Liability shall be SpinCo’s sole responsibility. SpinCo’s access shall be subject to the following additional conditions: (i) SpinCo shall report any claim to KAR, as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with KAR’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such p...

Insurance Matters. The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor any member of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rig...

Insurance Matters. (a) Pinnacle acknowledges and agrees, on its own behalf and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) The Sellers shall use commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are for the benefit of the Business, or substantially comparable replacements therefor, in full force and effect through the Closing. Coverage for the Business shall terminate as of the Closing Date under all such policies other than any such policies solely and directly held by the Purchased Entities; provided that subject to the terms of the applicable Occurrence Policies and to Section 6.12(b), Occurrence Policies will remain in effect after the Closing Date in respect of claims arising under such policies prior to the Closing Date. (b) Prior to the Closing Date, Honeywell shall use its reasonable efforts to cause any carriers who have underwritten any global and excess liability insurance policies and any other policies which provides insurance coverage to the Business on an “occurrence” basis or otherwise covers any Purchased Assets (the “Occurrence Policies”) to continue to make coverage available to the Business for claims arising prior to the Closing Date, subject to the insurance policy’s or policies’ terms and conditions. With respect to the Occurrence Policies, the Sellers shall, and shall cause their Affiliates to, use commercially reasonable efforts to assist Purchaser or the Purchased Entities, as applicable, subject to the terms of the applicable Occurrence Policies, to pursue existing claims and assert new claims under such policies, and the Sellers will, and prior to the Closing Date will cause the Purchased Entities to, cooperate in such pursuit as reasonably requested by Purchaser (including by giving Purchaser access to historical claim information relating to such policies as they relate to the Business) and Honeywell shall use commercially reasonable efforts to notify Purchaser where the limits of any applicable Occurrence Policy may be exhausted.

Insurance Matters. (i) Except as otherwise would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Parent Insurance Subsidiaries (the "Parent Insurance Contracts") and any and all marketing materials, are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the insurance statutes, regulations and rules applicable thereto and, as to premium rates established by Parent or any Parent Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (ii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which Parent or any Parent Insurance Subsidiary is a party or under which Parent or any Parent Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as individually or in the aggregate are not reasonably likely to have a Parent Material Adverse Effect. (iii) Prior to the date hereof, Parent has delivered or made available to the Company a true and complete copy of any actuarial reports prepared by actuaries, independent or otherwise, with respect to Parent or any Parent Insurance Subsidiary since December 31, 1994, and all attachments, addenda, supplements and modifications thereto (the "Parent Actuarial Analyses"). To the knowledge of the executive officers of Parent, the information and data furnished by Parent or any Parent Insurance Subsidiary to its independent actuaries in connection with the preparation of the Parent Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the executive officers of Parent, each Parent Actuar...

Insurance Matters. (a) Each Spinco does hereby, for itself and each other member of its Corresponding Group, agree that no member of the IAC Group or any IAC Indemnified Party shall have any liability whatsoever as a result of the insurance policies and practices of IAC and its Affiliates as in effect at any time prior to the Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise; provided this Section 7.01(a) shall not negate IAC’s agreement under Section 7.01(b). (b) IAC agrees to use its reasonable best efforts to cause the interest and rights of each Spinco and the other members of its Corresponding Group as of the Relevant Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Relevant Time) of IAC or any other member of the IAC Group in respect of periods prior to the Relevant Time to survive the Relevant Time for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies, and IAC shall continue to administer such policies and programs on behalf of the relevant Spincos and the other relevant members of the Spinco Groups, subject to such Spinco’s reimbursement to IAC and the other relevant members of the IAC Group for the actual out-of-pocket costs of such ongoing administration and the internal costs (based on the proportion of the amount of time actually spent on such matter to such employee’s normal working time) of any employee or agent of IAC of any other relevant member of the IAC Group who will be required to spend at least ten percent of his or her normal working time over any ten (10) Business Days working with respect to any such matter on behalf of a Spinco or any member of its Corresponding Group. Any proceeds received by IAC or any other member of the IAC Group after the Relevant Time under such policies and programs in respect of a Spinco or other members of its Corresponding Group shall be for the benefit of such Spinco and such other members. (c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and...

Insurance Matters. (a) From the Separation Time until the Disposition Date, the members of the Centuri Group shall continue to be insured on the terms and subject to the limits in place on the Separation Time under the Shared Policies and shall be entitled to receive coverage thereunder to the same extent as the Southwest Group, in each case to the extent permitted under such applicable Policy. As of the Disposition Date, the coverage under all Shared Policies shall continue in force only for the benefit of the Southwest Group and not for the benefit of the Centuri Group. Effective from and after the Disposition Date, the Centuri Group shall arrange for its own insurance policies with respect to the Centuri Business covering all periods (whether prior to or following the Separation Time) and agrees not to seek, through any means, to benefit from any of the Southwest Group’s Policies or the Shared Policies that may provide coverage for claims relating in any way to the Centuri Business prior to the Disposition Date. (b) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) cover Centuri Liabilities reported to such unaffiliated third party insurer after the Separation Time and before the Disposition Date, with respect to an occurrence prior to the Disposition Date, under an occurrence-based or claims-made policy (collectively, “Covered Claims”), then the members of the Centuri Group may claim coverage for such Covered Claims under such Shared Policies and receive any insurance recoverables with respect thereto, without any prejudice or limitation to Southwest seeking insurance under the Shared Policies for its own claims; provided that Southwest may, in its sole discretion, participate in or control the prosecution or defense of any such Covered Claim. After the Separation Time, Southwest shall procure and administer the Shared Policies; provided, that such administration shall in no way limit, inhibit or preclude the right of the members of the Centuri Group to insurance coverage thereunder in accordance with this Section 5.1(b), in each case, with respect to Covered Claims. Centuri shall promptly notify Southwest of any Covered Claims (a “Claim Notice”), and Southwest agrees to reasonably cooperate with the Centuri Group concerning the pursuit of coverage with respect to any such Covered Claim, in each case at the expense of the Centuri Group (to the extent such ex...

Insurance Matters. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect, MONY has filed all reports, statements, registrations, filings or submissions required to be filed with any Governmental Authority since January 1, 2010, and all such reports, statements, documents, registrations, filings or submissions were true, complete and correct when filed. Seller has made available to Purchaser true, complete and correct copies of all material reports and registrations, and any supplements or amendments thereto, filed by Seller or any of its Affiliates with, and all reports on financial examination, market conduct reports and other reports (whether in draft or final form) delivered by all Governmental Authorities in respect of the Business since January 1, 2010. Except as set forth in Section 3.10(a) of the Seller Disclosure Letter, neither MONY nor any of its Affiliates in connection with the operation of the Business is subject to any pending financial or market conduct exam by any Governmental Authority. MONY is not “commercially domiciled” under the insurance laws of any jurisdiction. (b) Except as set forth in Section 3.10(b) of the Seller Disclosure Letter, the Insurance Contracts are, and since January 1, 2010 have been, to the extent required under Applicable Law, on forms and at rates approved by the applicable insurance regulatory authority or filed and not objected to by such insurance regulatory authority within the period provided for objection, in each case except as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings which have not been cured or otherwise resolved. (c) Seller has made available to Purchaser true, complete and correct copies of (i) the actuarial report prepared by Milliman, Inc. (“Milliman”) with respect to the Business dated November 5, 2012, and all attachments, addenda, supplements and modifications thereto (the “Actuarial Report”), (ii) the Document Supporting the 2008 Actuarial Memorandum & Statement of Actuarial Opinion Regarding AXA’s MONY Closed Block, dated June 27, 2008, prepared pursuant to Section 8.2(d)(ii) of MONY’s Plan of Reorganization under Section 7312 of the New York Insurance Law, as amended (the “Plan of Demutualization”) and all attachments, addenda, supplements and modifications to such actu...