Common use of Insurances Clause in Contracts

Insurances. 2.1 During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: (i) any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; or (ii) any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

Appears in 2 contracts

Sources: Shipbuilding Contract (NCL CORP Ltd.), Shipbuilding Contract (NCL CORP Ltd.)

Insurances. 2.1 During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: (i) any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; or (ii) any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

Appears in 2 contracts

Sources: Shipbuilding Contract (NCL CORP Ltd.), Shipbuilding Contract (NCL CORP Ltd.)

Insurances. 2.1 During For all training periods on aircraft, the currency of this Contract Buyer shall cause the Seller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and until her delivery their respective insurers to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils, to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody extent of the Builder (or any Buyer's undertaking set forth in Clause 19. 2.1. With respect to the Buyer's Hull All Risks and Hull War Risks insurances and Allied Perils, the Buyer shall cause the insurers of the Buyer's hull insurance policies to waive all rights of subrogation against the Seller, as defined in Clause 19.5 hereof, its subcontractors) Affiliates, its Suppliers and whether or not built into or installed on or their respective insurers to the extent of the Buyer's undertaking set forth in the Ship, Clause 19.2.1. Any applicable deductible shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved borne by the Buyer and its financiers in Buyer. With respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the above policies, the Buyer or its assignees in connection with shall furnish to the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be Seller, not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer working days prior to the commencement start of construction any such training period, certificates of insurance, in English, evidencing the Ship with limit of liability cover and period of insurance in a cover note and all related documents specifying form acceptable to the terms of Seller from the Insurances and security (which shall be Buyer's insurance broker(s) certifying that such policies have been endorsed as usual for the London insurance market) for the Ship. 2.6 If at any time there isfollows: (i) any lapse in under the insurance coverage which the Builder is required to arrange under this Clause 2Comprehensive Aviation Legal Liability Insurances, the Buyer may effect replacement coverage at Buyer's policies are primary and non-contributory to any insurance maintained by the Builder’s expenseSeller; or*** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. A319/A320 – CSN – 01/04 CC-C 3370036/02 (ii) any failure such insurance can only be cancelled or materially altered by the Builder to pay any premiums due giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its Affiliates, its Suppliers and their respective insurers, have been waived to the same extent of the Buyer's undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 2 contracts

Sources: A319/A320 Purchase Agreement (China Southern Airlines Co LTD), A319/A320 Purchase Agreement (China Southern Airlines Co LTD)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer's undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isshall: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third Parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer's Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer's hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Any applicable deductible shall be borne by the Builder Buyer. With respect to pay the above policies, the Buyer shall furnish to the Seller, not less than seven (7) working days prior to the start of any premiums due such training period, certificates of insurance from the Buyer's insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer's policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the same extent of the Buyer's undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 2 contracts

Sources: Purchase Agreement (China Southern Airlines Co LTD), Purchase Agreement (China Southern Airlines Co LTD)

Insurances. 2.1 During For all training periods on aircraft, the currency of this Contract Buyer shall cause the Seller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and until her delivery their respective insurers to be named as additional insureds under the Buyer's Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils, to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody extent of the Builder (or any Buyer's undertaking set forth in Clause 19. 2.1. With respect to the Buyer's Hull All Risks and Hull War Risks insurances and Allied Perils, the Buyer shall cause the insurers of the Buyer's hull insurance policies to waive all rights of subrogation against the Seller, as defined in Clause 19.5 hereof, its subcontractors) Affiliates, its Suppliers and whether or not built into or installed on or their respective insurers to the extent of the Buyer's undertaking set forth in the Ship, Clause 19.2. 1. Any applicable deductible shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved borne by the Buyer and its financiers in Buyer. With respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the above policies, the Buyer or its assignees in connection with shall furnish to the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be Seller, not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer working days prior to the commencement start of construction any such training period, certificates of insurance, in English, evidencing the Ship with limit of liability cover and period of insurance in a cover note and all related documents specifying form acceptable to the terms of Seller from the Insurances and security (which shall be Buyer's insurance broker(s) certifying that such policies have been endorsed as usual for the London insurance market) for the Ship. 2.6 If at any time there isfollows: (i) any lapse in under the insurance coverage which the Builder is required to arrange under this Clause 2Comprehensive Aviation Legal Liability Insurances, the Buyer may effect replacement coverage at Buyer's policies are primary and non-contributory to any insurance maintained by the Builder’s expense; orSeller; (ii) any failure such insurance can only be cancelled or materially altered by the Builder to pay any premiums due giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its Affiliates, its Suppliers and their respective insurers, have been waived to the same extent of the Buyer's undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 2 contracts

Sources: Purchase Agreement (China Eastern Airlines Corp LTD), Purchase Agreement (China Eastern Airlines Corp LTD)

Insurances. 2.1 13.1 During the currency Security Period the Equipment shall be insured in accordance with the provisions of this Contract and until her delivery the Insurance Plan, but subject always to the Buyer General Assignment and, as between the ShipStandby Lessor and the Sub-Lessee, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into at the custody expense of the Builder Sub-Lessee. 13.2 Subject as hereinafter provided, during the Non-Security Period: (or any of its subcontractorsa) and whether or not built into or installed on or the Equipment shall throughout the Standby Sub-Lease Period be in the Ship, shall be every respect at the exclusive risk of the Builder Sub-Lessee, who shall bear all risks howsoever arising of, operation and maintenance of the Equipment or otherwise; and (b) the Sub-Lessee shall throughout the Standby Sub-Lease Period at its expense and in accordance with the Insurance Plan (and otherwise as the Standby Lessor and Sub-Lessee may agree) insure the Equipment and keep the Equipment insured in accordance with Insurance Plan. (c) all such insurances as aforesaid shall be effected and maintained by the Sub-Lessee in the joint names of the Standby Purchaser, the Standby Lessor and the Sub-Lessee according to their respective interests (but without, as between the Standby Lessor and the Sub-Lessee, liability on the part of the Standby Lessor for premiums or calls and with all deductibles to be assumed by, for the account of and at the sole risk of the Sub-Lessee); (d) the Sub-Lessee shall pay punctually all premiums, calls, contributions or other sums payable in respect of all such insurances and produce all relevant receipts when so required by the Standby Lessor; (e) the Sub-Lessee shall arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity or war risks association; (f) the Sub-Lessee shall be entitled to procure that the policies in respect of the insurances against fire and usual marine risks and the policies or entries in respect of the insurances against war risks shall, in each case, be endorsed to the effect that payment of any claim (including for a Total Loss) will be made to the Sub-Lessee (for application in accordance with Clause 13.10). (g) the Sub-Lessee shall procure that the policies or entries in respect of protection and indemnity risks shall provide for moneys payable thereunder to be paid to the person to whom was incurred the liability in respect of which the relevant money was paid; (h) the Sub-Lessee shall (if the Standby Lessor so requests) procure that duplicates of all cover notes, policies and certificates of entry shall be furnished to the Standby Lessor of its approval and custody; (i) the Sub-Lessee shall (if the Standby Lessor so requests) procure that the brokers and the war risk and protection and indemnity associations with which the Equipment is entered shall supply to the Standby Lessor such information in relation to the insurances effected. or to be effected, with them as the Standby Lessor may from time to time require; (j) the Sub-Lessee shall not do any act or permit of suffer any act to be done whereby any insurance required as aforesaid shall or may be suspended, impaired or become defective and (without prejudice to the generality of the foregoing) shall not use the Equipment or allow the Equipment to be used otherwise than in conformity with the terms of the insurances effected pursuant to this Clause 13 (including any warranties expressed or implied therein) without first obtaining the consent to such employment of the insurers and complying with such requirements as to extra premium or otherwise as the insurers may prescribe. 13.3 Unless otherwise agreed between the Standby Lessor and the Sub-Lessee, during the Non-Security Period the Equipment shall be kept insured in respect of fire and usual marine risks for not less than its market value. 13.4 Nothing in this Clause 13 shall prohibit either party from placing additional insurance on the Equipment at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and for its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isbenefit provided however that: (ia) any lapse such insurance shall not exceed the amount permitted by warranties or other conditions contained in the insurance coverage required by the preceding provisions of this Clause 13 without the consent of the insurers of such required insurance; and (b) the placing party shall upon request immediately furnish the other party with particulars of any additional insurance effected including copies of any cover notes or policies and of the written consent of the insurers of the required insurance in any case where such consent is necessary. 13.5 In the event of the FPSO or the Equipment becoming a wreck or obstruction to navigation the Sub-Lessee shall indemnify the Standby Lessor against any sums which the Builder is required Standby Lessor shall become liable to arrange under this Clause 2pay, the Buyer may effect replacement coverage at the Builder’s expense; or (ii) any failure by the Builder to pay any premiums due and shall pay, in respect of the Insurancesremoval or destruction of the wreck or obstruction under statutory powers. 13.6 In the event that at any time the Standby Lessor is not satisfied that the Equipment is being insured and kept insured by the Sub-Lessee in accordance with the requirements of this Clause 13 the Standby Lessor shall notify the Sub-Lessee whereupon the Sub-Lessee shall rectify the position within seven running days, failing which the Standby Lessor shall be at liberty to effect and thereafter to maintain such insurances on the Equipment of the Sub-Lessee's account. 13.7 If the Standby Lessor assigns its rights or any thereof as permitted by this Agreement, the Buyer may pay Sub-Lessee will, upon request and subject to the agreement of the insurers, procure that the assignee shall be added as additional assured in any policy effected under this Clause 13, so as to enjoy the same rights and recover insurances enjoyed by the relevant payment(sStandby Lessor under the insurance policy or policies and any amendments thereof. 13.8 The Sub-Lessee shall with due regard to the interest of the Standby Lessor in the Equipment be entitled to settle, compromise or (with the consent of the Standby Lessor in respect of any claim for Total Loss) abandon any claim under the insurances (save any placed by the Standby Lessor in accordance with Clause 13.4); and the Standby Lessor shall upon the request of the Sub-Lessee promptly execute such documents as may be required to enable the Sub-Lessee to abandon the Equipment to insurers and claim a constructive total loss. 13.9 Without prejudice to the generality of its obligations under Clauses 10.1 and 11, the Sub-Lessee shall throughout the Standby Sub-Lease Period be responsible for effecting all insured repairs and for settling all costs in connection with such repairs (including all insured charges, expenses and liabilities), reimbursement to be secured by the Sub-Lessee from the Builderinsurers or underwriters to the extent of coverage under the insurances provided for under this Clause 13. 13.10 All moneys payable by the insurers in respect of any Total Loss of or any damage to the Equipment shall (save for amounts payable under any additional insurances placed in accordance with Clause 13.4 which shall be paid to the placing party and retained for its sole benefit) be paid to the Sub-Lessee for application as follows: (a) if the Equipment becomes a Total Loss, the Sub-Lessee shall distribute insurance proceeds of such Total Loss between the Standby Lessor and the Sub-Lessee according to their respective interest. (b) the Sub-Lessee shall apply the proceeds of any claim for repairable damage to the Equipment in or towards settlement or reimbursement of the cost of effecting repair of the Equipment in accordance with the Sub-Lessee's repair and maintenance obligations under this Agreement. 13.11 Notwithstanding the provisions of Clauses 13.1 to 13.10, during the Security Period the Sub-Lessee shall comply with insurance covenants (including, but not limited to, the payment, receipt and application of insurance proceeds) contained in clause 10 of the General Assignment.

Appears in 2 contracts

Sources: Standby Sub Lease Agreement (Bluewater Offshore Production Systems Usa Inc), Standby Sub Lease Agreement (Bluewater Offshore Production Systems Usa Inc)

Insurances. 2.1 During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - days—or seven (7) days, in the case of war cover - cover—prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: (i) any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; or (ii) any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

Appears in 2 contracts

Sources: Shipbuilding Contract (NCL CORP Ltd.), Shipbuilding Contract (NCL CORP Ltd.)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s or its Operator´s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected partiesshall, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or cause its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isOperator to: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and subcontractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third Parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer’s or its Operator´s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s or its Operator´s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Any applicable deductible shall be borne by the Builder Buyer or its Operator. AVOLON A320 Purchase Agreement December 2010 With respect to pay the above policies, the Buyer or its Operator shall furnish to the Seller, not less than seven (7) working days prior to the start of any premiums due such training period, certificates of insurance from the Buyer’s or its Operator´s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s or its Operator´s policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the same extent of the Buyer’s or its Operator´s undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (Avolon Holdings LTD)

Insurances. 2.1 During For all training periods on aircraft, the currency of this Contract Buyer shall cause the Seller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and until her delivery their respective insurers to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils, to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody extent of the Builder (or any Buyer’s undertaking set forth in Clause 19. 2.1. With respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, the Buyer shall cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, as defined in Clause 19.5 hereof, its subcontractors) Affiliates, its Suppliers and whether or not built into or installed on or their respective insurers to the extent of the Buyer’s undertaking set forth in the Ship, Clause 19.2.1. Any applicable deductible shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved borne by the Buyer and its financiers in Buyer. With respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the above policies, the Buyer or its assignees in connection with shall furnish to the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be Seller, not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer working days prior to the commencement start of construction any such training period, certificates of insurance, in English, evidencing the Ship with limit of liability cover and period of insurance in a cover note and all related documents specifying form acceptable to the terms of Seller from the Insurances and security (which shall be Buyer’s insurance broker(s) certifying that such policies have been endorsed as usual for the London insurance market) for the Ship. 2.6 If at any time there isfollows: (i) any lapse in under the insurance coverage which the Builder is required to arrange under this Clause 2Comprehensive Aviation Legal Liability Insurances, the Buyer may effect replacement coverage at Buyer’s policies are primary and non-contributory to any insurance maintained by the Builder’s expense; orSeller; (ii) any failure such insurance can only be cancelled or materially altered by the Builder to pay any premiums due giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its Affiliates, its Suppliers and their respective insurers, have been waived to the same extent of the Buyer’s undertaking and recover specifically referring to Clause 19.2.1 and to this Clause 19.4. A350 XWB – TAM – 12/2007 “[***]” This information is subject to confidential treatment and has been omitted and filed separately with the relevant payment(s) from the Buildercommission.

Appears in 1 contract

Sources: Purchase Agreement (Latam Airlines Group S.A.)

Insurances. 2.1 During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts, and all Buyers' Supplies (up to a maximum aggregate value of [*] ]) taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s 's risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the "Insurances") to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s 's assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: (i) any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s 's expense; or (ii) any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

Appears in 1 contract

Sources: Shipbuilding Contract (Norwegian Cruise Line Holdings Ltd.)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isshall: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third Parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. A320F NEO - CES 2013 Private & Confidential CT1302606 Any applicable deductible shall be borne by the Builder Buyer. With respect to pay the above policies, the Buyer shall furnish to the Seller, not less than *** prior to the start of any premiums due such training period, certificates of insurance from the Buyer’s insurance broker(s), in respect English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer may pay Buyer’s policies are primary and non-contributory to any insurance maintained by the same Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than *** prior written notice thereof to the Seller; and (iii) under any such cover, all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and recover sub-contractors, and their respective insurers, have been waived to the relevant payment(s) from extent of the BuilderBuyer’s undertaking and specifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (China Eastern Airlines Corp LTD)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isshall: (i) any lapse cause the Seller and its directors, officers, agents, employees, Affiliates and sub-contractors to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well an additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third Parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller and its directors, officers, agents, employees, Affiliates and sub-contractors. Any applicable deductible shall be borne by the Builder Buyer. With respect to pay the above policies, the Buyer shall furnish to the Seller, not less than ***** prior to the start of any premiums due such training period, certificates of insurance from the Buyer’s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the same extent of the Buyer’s undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)

Insurances. 2.1 During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts, and all Buyers' Supplies (up to a maximum aggregate value of [*] (euro)25,000,000 (twenty five million euros) taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters underwriters, approved by the Buyer and its financiers in respect of and against all usual marine and builder’s 's risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any FIRST ORIGINAL rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”"INSURANCES") to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s 's assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a an original cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: (i) any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s 's expense; or (ii) any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

Appears in 1 contract

Sources: Shipbuilding Contract (NCL CORP Ltd.)

Insurances. 2.1 During 52.1 The Supplier must effect and maintain with a reputable insurance company: 52.1.1 public liability insurance in the currency sum of this Contract and until her delivery to not less than 10,000,000 GBP; 52.1.2 Employer ’s liability insurance in accordance with any legal obligation for the Buyer time being in force; and 52.1.3 Lock indemnity shall reflect indemnity for the Ship, all Parts, and all Buyers’ Supplies (actual costs that the Purchaser incurs up to a maximum aggregate value of [*] taken into the custody of the Builder (Lock Indemnity Amount for each and every occurrence where the Purchaser requires to replace or repair any affected lock(s), suite of its subcontractors) locks and whether keys and to re-issue replacement keys to relevant personnel or not built into or installed on or in the Ship, shall be at the exclusive risk Staff for any part of the Builder Establishment which shall at the Purchaser, in its own expense keep the same insured on policy termssole discretion, and with first class brokers and underwriters approved by the Buyer and its financiers considers requires to be replaced for security reasons in respect consequence of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account either: • A “key compromise” namely where a member of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”Supplier Staff given key(s) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: Establishment: (i) parts with possession of such key(s) for any lapse period of time, (ii) removes the key(s) from the Establishment without authorisation, or (iii) does or fails to do anything which allows or permits, or may allow or permit, a copy of any such key to be made; or • Locks are broken or otherwise rendered useless by any negligent act or error on the part of any Supplier Staff; or • Any member of Staff fails in any respect to comply with any provision of any standing orders or rules notified by the insurance coverage Purchaser or controller of the Establishment which apply to the Builder is required to arrange management, use, and control of keys and locks in secure Establishments; and • The Purchaser acknowledges that, whilst this lock indemnity may be insured, the Supplier may indemnify the Purchaser against the costs and claims under this Clause 227.2(d) from its own funds. 52.2 Such insurance and indemnity must be maintained for the duration of the Contract. 52.3 The Supplier must give the Purchaser, on request, copies of all insurance policies referred to in this clause or a broker’s verification of insurance to demonstrate that the Buyer may effect replacement coverage at appropriate cover is in place, together with receipts or other evidence of payment of the Builder’s expense; or (ii) any failure by the Builder to pay any latest premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builderunder those policies.

Appears in 1 contract

Sources: Contract for Development & Learning

Insurances. 2.1 During The Seller represents that the currency of this Contract insurance policies referred to in Exhibit 9.15 shall remain in full force and until her delivery effect after the Closing Date according to their expiration term as indicated therein. 9.16 Confidentiality - public announcement. (a) No announcement or disclosure to any entity other than the Buyer Parties concerning the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody sale of the Builder Quota (or any of its subcontractorsancillary matter) and this Agreement shall be made by either Party without the prior written approval of the other (such approval not to be unreasonably withheld or delayed). This Paragraph (a) does not apply in the circumstances described in Paragraph (b) below. (b) Either Party may, after consultation with the other Party, make an announcement concerning the purchase and sale of the Quota and this Agreement if (but to no greater extent than): (i) required by law; and (ii) necessary or advisable pursuant to any securities exchange or regulatory or governmental body to which that Party is subject, wherever situated, whether or not built into or installed on the requirement has the force of law or in connection with Buyer’s status as a public company; in which cases the ShipParty concerned shall take all such steps as may be reasonable and practicable in the circumstances to agree on the contents of such announcement with the other Party before making such announcement. Notwithstanding Paragraphs (a) and (b) above, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship make such press release announcements or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees filings in connection with the Insurances. 2.2 The amount Closing of the insurances (the “Insurances”) to be arranged by the Builder under Transaction contemplated in this Article Agreement, which press release or filing shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder include such disclosure as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums counsel deems necessary or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, advisable in the case of war cover - prior written notice has been given by the relevant brokers or insurers order to satisfy the Buyer.’s securities law disclosure obligations. 42 2.5 The Builder (c) Each Party shall supply treat as Confidential Information all information received or obtained as a result of or in connection with the Buyer prior to diligence, negotiations, signing and execution of this Agreement (including, without limitation, the commencement execution of construction of Section 9.10 below) which relates, among the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: others, to: (i) any lapse in the insurance coverage which the Builder is required to arrange under content of this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenseAgreement; or (ii) the negotiations relating to this Agreement; and/or (iii) the other Party. Each Party shall not use such Confidential Information for any failure purpose other than those permitted by, or needed for the execution of, this Agreement. For purposes of this Agreement, “Confidential Information” includes, without limitation, all information, notes, analyses, compilations, Excel spread sheets, data, reports, studies, interpretations or other documents furnished to a Party or such Party’s Representatives (as defined below) or prepared by a Party or such Party’s Representatives to the Builder extent such materials reflect or are based upon, in whole or in part, the Confidential Information. For purposes of this Agreement the term “Representatives” shall include each Party and its Affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended), directors, officers, employees, attorneys, accountants, financial advisors and other professional representatives and shall also include any of such Party’s sources of senior and/or subordinated debt financing. (d) Notwithstanding the other provisions of this Section 9.16, either Party may disclose Confidential Information: (i) to pay its employees, its Affiliates and any premiums due employees of its Affiliates who need to know such information if such persons are bound by confidentiality restrictions under the responsibility of the disclosing Party; (ii) to its professional advisors, auditors assisting in respect of the InsurancesTransaction, if such professional advisors and auditors have agreed to appropriate confidentiality obligations under the responsibility of the disclosing Party; (iii) if and to the extent the information has already become public information through no fault or breach of any confidentiality obligation of that Party; and (iv) if and to the extent the other Party has given prior written consent to the disclosure. (e) In addition to any other confidentiality obligation pursuant to this Section 9.16, the Buyer Seller undertakes not to disclose to any third party any information, including Confidential Information, it may pay have on the same Company and recover its business and not to use any such information for any purpose other than those permitted by, or needed for the relevant payment(s) execution of, this Agreement. Seller hereby acknowledge that Seller, its Affiliates and its Representatives are aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and you hereby acknowledge that Seller, its Affiliates and its Representatives are aware of the Buildersanctions attaching to misuse or improper disclosure of any such material, non-public information relating to the Company.

Appears in 1 contract

Sources: Sale and Purchase Agreement

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (shall or any of shall cause its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isOperator to: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third Parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer’s or its Operator’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s or its Operator’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Execution Version Avolon – A330neo Purchase Agreement, ref CLC-CT1404183 Any applicable deductible shall be borne by the Builder Buyer or the Buyer shall cause its Operator to pay bear such deductible. With respect to the above policies, the Buyer shall, or shall cause its Operator to furnish to the Seller, not less than seven (7) Business Days prior to the start of any premiums due such training period, certificates of insurance from the Buyer’s or its Operator’s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s or its Operator’s policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the same extent of the Buyer’s or its Operator’s undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (Avolon Holdings LTD)

Insurances. 2.1 During For all training periods on aircraft, the currency of this Contract Buyer shall cause the Seller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and until her delivery their respective insurers to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils, to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody extent of the Builder (or any Buyer’s undertaking set forth in Clause 19. 2.1. With respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, the Buyer shall cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, as defined in Clause 19.5 hereof, its subcontractors) Affiliates, its Suppliers and whether or not built into or installed on or their respective insurers to the extent of the Buyer’s undertaking set forth in the Ship, Clause 19.2.1. Any applicable deductible shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved borne by the Buyer and its financiers in Buyer. With respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the above policies, the Buyer or its assignees in connection with shall furnish to the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be Seller, not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer working days prior to the commencement start of construction any such training period, certificates of insurance, in English, evidencing the Ship with limit of liability cover and period of insurance in a cover note and all related documents specifying form acceptable to the terms of Seller from the Insurances and security (which shall be Buyer’s insurance broker(s) certifying that such policies have been endorsed as usual for the London insurance market) for the Ship. 2.6 If at any time there isfollows: (i) any lapse in under the insurance coverage which the Builder is required to arrange under this Clause 2Comprehensive Aviation Legal Liability Insurances, the Buyer may effect replacement coverage at Buyer’s policies are primary and non-contributory to any insurance maintained by the Builder’s expense; orSeller; (ii) any failure such insurance can only be cancelled or materially altered by the Builder to pay any premiums due giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its Affiliates, its Suppliers and their respective insurers, have been waived to the same extent of the Buyer’s undertaking and recover specifically referring to Clause 19.2.1 and to this Clause 19.4. A320 / A330 PA – TAM – 11/2006 “[* * *]” This information is subject to confidential treatment and has been omitted and filed separately with the relevant payment(s) from the Buildercommission.

Appears in 1 contract

Sources: Purchase Agreement (Latam Airlines Group S.A.)

Insurances. 2.1 During (a) The Data Room contains a summary of the currency principal insurance policies maintained by each Target Company and, in relation to the Businesses, by the Business Vendor from 30 September 1999 up to and including the date of this Contract and until her delivery Agreement (the PRINCIPAL INSURANCE POLICIES). (b) Save as set out in the Data Room, no claim notified to the Buyer insurers in excess of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION** is outstanding by the ShipTarget Companies or, all Partsin relation to the Businesses, by the Business Vendors, under any Principal Insurance Policy and, so far as the Vendor is aware, there are no circumstances likely to give rise to any such claim. (c) All assets of the IMS Business of an insurable nature are, and have at all Buyers’ Supplies (up material times been insured in amounts equal to a maximum aggregate their full replacement or reinstatement value against fire and other risks normally insured against by persons carrying on the same class of [*] taken into business as the custody Business Vendors and the Target Companies. In this paragraph assets of the Builder (IMS Business shall not include goods or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk items belonging to customers of the Builder IMS Business or other third parties which shall at its own expense keep are under the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account care or control of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the InsurancesIMS Business. 2.2 (d) The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the ShipBusiness Vendors is, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: (i) any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; or (ii) any failure by the Builder to pay any premiums due in respect of the InsurancesBusinesses and the Target Companies are, and have at all material times and the Buyer may pay assets of the same IMS Business have at all material times been appropriately covered against employers liability, public liability and recover product liability. (e) All claims and notifiable circumstances have been reported to Insurance Claim Handlers and then all premiums due in relation to the relevant payment(sPrincipal Insurance Policies have been paid, and, so far as the Vendor is aware, nothing has been done or omitted to be done which would make any of the Principal Insurance Policies void or voidable or which is likely to result in an increase in premium (other than increases in the ordinary course of business or as a result of the Proposed Transaction) or release any insurer from any of its obligations under any of the BuilderPrincipal Insurance Policies.

Appears in 1 contract

Sources: Purchase Agreement (Iron Mountain Inc/Pa)

Insurances. 2.1 During For all training periods on aircraft, the currency of this Contract Buyer shall cause the Seller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and until her delivery their respective insurers to be named as additional insureds under the Buyer's Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils, to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody extent of the Builder (or any Buyer's undertaking set forth in Clause 19. 2.1. With respect to the Buyer's Hull All Risks and Hull War Risks insurances and Allied Perils, the Buyer shall cause the insurers of the Buyer's hull insurance policies to waive ail rights of subrogation against the Seller, as defined in Clause 19.5 hereof, its subcontractors) Affiliates, its Suppliers and whether or not built into or installed on or their respective insurers to the extent of the Buyer's undertaking set forth in the Ship, Clause 19.2. 1. Any applicable deductible shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved borne by the Buyer and its financiers in Buyer. With respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the above policies, the Buyer or its assignees in connection with shall furnish to the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be Seller, not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer working days prior to the commencement start of construction any such training period, certificates of insurance, in English, evidencing the Ship with limit of liability cover and period of insurance in a cover note and all related documents specifying form acceptable to the terms of Seller from the Insurances and security (which shall be Buyer's insurance broker(s) certifying that such policies have been endorsed as usual for the London insurance market) for the Ship. 2.6 If at any time there isfollows: (i) any lapse in under the insurance coverage which the Builder is required to arrange under this Clause 2Comprehensive Aviation Legal Liability Insurances, the Buyer may effect replacement coverage at Buyer's policies are primary and non-contributory to any insurance maintained by the Builder’s expense; orSeller; (ii) any failure such insurance can only be cancelled or materially altered by the Builder to pay any premiums due giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its Affiliates, its Suppliers and their respective insurers, have been waived to the same extent of the Buyer's undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (Tam S.A.)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer's undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isshall: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and *** This information is subject to confidential treatment and has been omitted and filed separately with the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; orCommission. CT0803291 Private & Confidential (ii) any failure with respect to the Buyer's Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer's hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Any applicable deductible shall be borne by the Builder Buyer. With respect to pay the above policies, the Buyer shall furnish to the Seller, not less than seven (7) Business Days prior to the start of any premiums due such training period, certificates of insurance from the Buyer's insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer's policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) calendar days (but seven (7) calendar days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the same extent of the Buyer's undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Aircraft General Terms Agreement (China Southern Airlines Co LTD)

Insurances. 2.1 During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts(a) Each Obligor will, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any will procure that each of its subcontractorsSubsidiaries (other than any Dormant Company) will, effect and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers thereafter maintain insurances in respect of all its material assets and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risksbusiness of an insurable nature with reputable insurers of good standing. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the Such insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there ismust: (i) any lapse in the insurance coverage provide cover against all risks which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; orare normally insured against by other companies owning or possessing similar assets or carrying on similar business; (ii) be in such amounts as would in the circumstances be prudent for such companies taking into account the size and nature of the business carried on, and the assets owned, by such companies and the jurisdictions in which such businesses are carried on and such assets located; (iii) in the case of the Group's property damage and business interruption insurance policies, be in the joint names of Octel Associates and/or the owner of the relevant assets and the Security Agent and: (1) provide that the insurance shall not be rendered void, voidable or unenforceable by reason of any failure non-disclosure by the Builder Security Agent, that the insurer will give not less than 28 days written notice to pay the Security Agent of any intention to avoid such insurance and that the Security Agent shall not in any circumstances be liable for the relevant premium; and (2) contain a loss payee clause providing that all moneys payable in excess of $2,500,000 (or its equivalent in other currencies) shall be paid to (or to the order of) the Security Agent (for application in accordance with Clause 14.6 (Insurances) of the April 1998 Agreement), which shall alone be entitled to give a good discharge therefor; and (iv) in the case of any other Material Insurance, have the interest of the Security Agent as mortgagee noted on the relevant policy on or before the date falling two months after the date of this Agreement. (b) Each Obligor will, and will procure that each of its Subsidiaries (other than any Dormant Company) will: (i) supply to the Facility Agent on reasonable notice copies of each Material Insurance required to be maintained in accordance with sub-clause 19.2.4(a)(1) and (2) above, together with the current premium receipts relating thereto (or other evidence of the existence of each such policy and the payment of related premiums due as the Facility Agent (acting reasonably) may accept); (ii) promptly notify the Facility Agent in writing of any material change to its cover in respect of Material Insurances from time to time; and (iii) promptly notify the InsurancesFacility Agent in writing of any claim under any of its insurance policies which is for, the Buyer may pay the same and recover the relevant payment(s) from the Builderor is reasonably likely to result in a claim under such policy for, an amount in excess of $2,500,000 (or its equivalent in other currencies).

Appears in 1 contract

Sources: Term Loan Agreement (Octel Corp)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isshall: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well an additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third Parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors. Any applicable deductible shall be borne by the Builder Buyer. With respect to pay the above policies, the Buyer shall furnish to the Seller, not less than seven (7) Working Days prior to the start of any premiums due such training period, certificates of insurance from the Buyer’s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors have been waived to the same extent of the Buyer’s undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Aircraft Purchase Agreement (AerCap Holdings N.V.)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isshall: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Any applicable deductible shall be borne by the Builder Buyer. With respect to pay the above policies, the Buyer shall furnish to the Seller, [***] to the start of any premiums due such training period, certificates of insurance from the Buyer’s insurance broker(s), in respect English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer may pay Buyer’s policies are primary and non-contributory to any insurance maintained by the same Seller; (ii) such insurance can only be cancelled or materially altered by the giving of [***] prior written notice thereof to the Seller; and recover CSN - A350XWB - Clause 19 Privileged and Confidential (iii) under any such cover, all rights of subrogation against the relevant payment(s) from Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the Builderextent of the Buyer’s undertaking and specifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (China Southern Airlines Co LTD)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isshall: (i) any lapse in cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expensepolicies; orand (ii) any failure with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils (save to the extent such cover is provided by way of a Government indemnity) cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Any applicable deductible shall be borne by the Builder Buyer. With respect to pay the above policies, the Buyer shall furnish to the Seller, [*****] prior to the start of any premiums due such training period, certificates of insurance and broker’s letters of undertaking from the Buyer’s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form reasonably acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not [*****] may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the same extent of the Buyer’s undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (Azul Sa)

Insurances. 2.1 During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts, and all Buyers' Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s 's risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances. 2.2 The amount of the insurances (the "Insurances") to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s 's assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there is: (i) any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s 's expense; or (ii) any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

Appears in 1 contract

Sources: Shipbuilding Contract (Norwegian Cruise Line Holdings Ltd.)

Insurances. 2.1 During To the currency extent of this Contract and until her delivery to the Buyer’s or its Operator’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected partiesshall, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or cause its assignees in connection with the Insurances. 2.2 The amount of the insurances (the “Insurances”) to be arranged by the Builder under this Article shall be not less than the Contract Price. 2.3 All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers. 2.4 All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer. 2.5 The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship. 2.6 If at any time there isOperator to: (i) any lapse cause the Seller, its directors, officers, agents, employees, Affiliates and subcontractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expenserespect of War and Allied Perils Third Parties Legal Liabilities Insurance; orand (ii) any failure with respect to the Buyer’s or its Operator’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s or its Operator’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Any applicable deductible shall be borne by the Builder Buyer or its Operator. AVOLON A320 Purchase Agreement December 2010 With respect to pay the above policies, the Buyer or its Operator shall furnish to the Seller, not less than seven (7) working days prior to the start of any premiums due such training period, certificates of insurance from the Buyer’s or its Operator’s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s or its Operator’s policies are primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the InsurancesSeller; and (iii) under any such cover, all rights of subrogation against the Buyer may pay Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the same extent of the Buyer’s or its Operator’s undertaking and recover the relevant payment(s) from the Builderspecifically referring to Clause 19.2.1 and to this Clause 19.4.

Appears in 1 contract

Sources: Purchase Agreement (Avolon Holdings LTD)